25feb2015 Form20F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Form 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Or
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Or
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-177693
Reynolds Group Holdings Limited

(Exact name of Registrant as specified in its charter)
Not applicable New Zealand

(Jurisdiction of
(Translation of Registrant's name into English) incorporation or organization)
Level Nine
148 Quay Street
Auckland 1010 New Zealand
(Address of principal executive offices)
c/o Reynolds Group Holdings Limited

Level Nine
148 Quay Street
Attention: Joseph Doyle
Tel 847 482 2409
Fax 847 615 6417
Email: enquiries@reynoldsgroupholdings.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued by the

U.S. GAAP International Accounting Standards Board Other
If Other has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

(Registrant)
/s/ ALLEN HUGLI

Allen Hugli
Chief Financial Officer
February 25, 2015
ANNUAL REPORT
REYNOLDS GROUP HOLDINGS LIMITED

New Zealand
(Jurisdiction of incorporation or organization)

Level Nine
148 Quay Street
Tel: 847 482 2409
Fax: 847 615 6417
ANNUAL REPORT
BEVERAGE PACKAGING HOLDINGS GROUP

Luxembourg
(Jurisdiction of incorporation or organization)
c/o Reynolds Group Holdings Limited

Level Nine
148 Quay Street
Tel: 847 482 2409
Fax: 847 615 6417
TABLE OF CONTENTS
PART I 4
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4
ITEM 3. KEY INFORMATION 4
General Information 4
Presentation of Financial Information 5
Selected Historical Consolidated Financial Data 5
Risk Factors 9
ITEM 4. INFORMATION ON RGHL 29
Corporate Information 29
History and Development 29
Business Overview 30
Organizational Structure 47
Property, Plants and Equipment 48
Iran Disclosure 48
ITEM 4A. UNRESOLVED STAFF COMMENTS 48
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48
Recent Acquisitions and Integration 48
Key Factors Influencing Our Financial Condition and Results of Operations 48
Results of Operations 52
Differences Between the RGHL Group and Bev Pack Results of Operations 69
Liquidity and Capital Resources 70
Quantitative and Qualitative Disclosures about Market Risk 72
Accounting Principles 74
Critical Accounting Policies 74
Recently Issued Accounting Pronouncements 75
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 75
Directors of RGHL, BP I and BP II and Senior Management of the RGHL Group 75
Directors' Compensation and Service Contracts 77
Directors' and Senior Management's Indemnification Agreements 77
Other 78
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 78
Major Shareholders and Beneficial Ownership 78
Related Party Transactions 78
ITEM 8. FINANCIAL INFORMATION 79
Consolidated Financial Statements and Other Financial Information 79
Significant Changes 79
ITEM 9. THE OFFER AND LISTING 79
ITEM 10. ADDITIONAL INFORMATION 79
Constitution of RGHL 79
Material Contracts 81
Exchange Controls 95
Documents on Display 95
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 95
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 95
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PART II 95
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 95
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 95
ITEM 15. CONTROLS AND PROCEDURES 95
ITEM 16. [RESERVED] 96
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 96
ITEM 16B. CODE OF ETHICS 96
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 96
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 96
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 96
ITEM 16F. CHANGE IN CERTIFYING ACCOUNTANT 96
ITEM 16G. CORPORATE GOVERNANCE 96
ITEM 16H. MINE SAFETY DISCLOSURE 96
PART III 96
ITEM 17. FINANCIAL STATEMENTS 97
ITEM 18. FINANCIAL STATEMENTS 97
ITEM 19. EXHIBITS 98
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Introductory Note
In this annual report, references to we, us, our or the "RGHL Group" are to Reynolds Group Holdings Limited ("RGHL") and its
consolidated subsidiaries, unless otherwise indicated.
We have prepared this annual report pursuant to (i) the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with respect to those of our outstanding notes covered by effective registration statements filed with the United States Securities and Exchange
Commission (the SEC), (ii) the requirements of the indentures governing certain of our outstanding notes that are not covered by an effective
registration statement filed with the SEC, and (iii) the credit agreement with our lenders governing our senior secured credit facilities (the Senior
Secured Credit Facilities). The notes include:
Notes covered by an effective registration statement filed with the SEC (collectively, the Reynolds Notes), comprised of:
The September 2012 5.750% Senior Secured Notes due 2020;
The February 2012 9.875% Senior Notes due 2019;
The August 2011 7.875% Senior Secured Notes due 2019 and the 9.875% Senior Notes due 2019;
The February 2011 6.875% Senior Secured Notes due 2021 and the 8.250% Senior Notes due 2021;
The October 2010 7.125% Senior Secured Notes due 2019 and the 9.000% Senior Notes due 2019; and
The May 2010 8.500% Senior Notes due 2018.
Notes not covered by an effective registration statement filed with the SEC (collectively, the 2013 Notes), comprised of:
The November 2013 5.625% Senior Notes due 2016 ("2013 Senior Notes"); and
The December 2013 6.000% Senior Subordinated Notes due 2017 ("2013 Senior Subordinated Notes").
The indentures governing certain of our outstanding notes also require us to provide certain information for Beverage Packaging Holdings
Group ("Bev Pack"), comprised of Beverage Packaging Holdings (Luxembourg) I S.A. ("BP I") and its consolidated subsidiaries and Beverage
Packaging Holdings (Luxembourg) II S.A. ("BP II"), subsidiaries of RGHL, which information is included in this annual report. These indentures, as
well as our Senior Secured Credit Facilities, are described more fully in this annual report.
Non-GAAP Financial Measures
In this annual report, we utilize certain non-GAAP financial measures and ratios, including earnings before interest, tax, depreciation and
amortization, (EBITDA) and Adjusted EBITDA. Adjusted EBITDA, a measure used by our management to measure operating performance, is
defined as EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash
pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset
impairments and write-downs and equity method profit net of cash distributed. These measures are presented because we believe that they and
similar measures are widely used in the markets in which we operate as a means of evaluating a companys operating performance and financing
structure and, in certain cases, because those measures are used to determine compliance with covenants in our debt agreements and compensation
of certain management. They may not be comparable to other similarly titled measures of other companies and are not measurements under
International Financial Reporting Standards (IFRS"), as issued by the International Accounting Standards Board (IASB"), generally accepted
accounting principles in the United States of America (U.S. GAAP"), or other generally accepted accounting principles, are not measures of financial
condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period or operating cash flows
determined in accordance with IFRS, nor should they be considered as substitutes for the information contained in our historical financial statements
prepared in accordance with IFRS included in this annual report. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of
free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs,
tax payments and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this annual report is appropriate to provide
additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in
capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Furthermore, until a business is
sold, certain of our financial covenants are measured with reference to the aggregation of continuing and discontinued operations. Accordingly,
certain tables in this annual report present the aggregation of Adjusted EBITDA from continuing operations and discontinued operations. We believe
that issuers of high yield debt securities present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these
measures useful. For additional information regarding the non-GAAP financial measures used by management, refer to note 5 of the RGHL Group's
audited consolidated financial statements included elsewhere in this annual report.
Forward-Looking Statements
This annual report includes forward-looking statements. Forward-looking statements include statements regarding our goals, beliefs,
plans or current expectations, taking into account the information currently available to our management. Forward-looking statements are not
statements of historical fact. For example, when we use words such as believe, anticipate, expect, estimate," "plan," intend, should, would,
could, may, "might," will or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. We
have based these forward-looking statements on our management's current view with respect to future events and financial performance and future
business and economic conditions more generally. These views reflect the best judgment of our management, but involve a number of risks and
uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results,
performance or achievements. Although we believe that the estimates and the projections reflected in the forward-looking statements are reasonable,
such estimates and projections may prove to be incorrect, and our actual results may differ from those described in our forward-looking statements
as a result of the following risks, uncertainties and assumptions, among others:
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risks related to the future costs of raw materials, energy and freight;
risks related to economic downturns in our target markets;
risks related to changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental concerns
that may harm our business and financial performance;
risks related to complying with environmental, health and safety laws or as a result of satisfying any liability or obligation imposed
under such laws;
risks related to the impact of a loss of any of our key manufacturing facilities;
risks related to our exposure to environmental liabilities and potential changes in legislation or regulation;
risks related to our dependence on key management and other highly skilled personnel;
risks related to the consolidation of our customer bases, competition and pricing pressure;
risks related to exchange rate fluctuations;
risks related to dependence on the protection of our intellectual property and the development of new products;
risks related to our pension plans;
risks related to strategic transactions, including completed and future acquisitions or dispositions, such as the risks that we may be
unable to complete an acquisition or disposition in the timeframe anticipated, on its original terms, or at all, or that we may not be
able to achieve some or all of the benefits that we expect to achieve from such transactions, including risks related to integration of
our acquired businesses, or that a disposition may have an unanticipated effect on our remaining businesses;
risks related to our hedging activities which may result in significant losses and in period-to-period earnings volatility;
risks related to our suppliers of raw materials and any interruption in our supply of raw materials;
risks related to our substantial indebtedness and our ability to service our current and future indebtedness;
risks related to increases in interest rates which would increase the cost of servicing our debt;
risks related to restrictive covenants in certain of our outstanding notes and our other indebtedness which could adversely affect
our business by limiting our operating and strategic flexibility; and
risks related to other factors discussed or referred to in this annual report, including in "Item 3. Key Information Risk Factors.
The risks described above and the risks disclosed in or referred to in this annual report are not exhaustive. Other sections of this annual
report describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a
very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk
factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake
no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All
subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements referred to above and included elsewhere in this annual report.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.
Not applicable.
ITEM 3. KEY INFORMATION.
General Information
We are a leading global manufacturer and supplier of consumer food, beverage and foodservice packaging products. We sell our products
to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies and small local
businesses. We primarily serve the consumer food, beverage and foodservice market segments.
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We operate through five segments:
Evergreen, which manufactures fresh carton packaging for beverage products, primarily for the juice and milk markets;
Closures, which manufactures plastic beverage caps, closures and high speed rotary capping equipment, primarily for the carbonated
soft drink, non-carbonated soft drink and bottled water markets;
Reynolds Consumer Products, which manufactures branded and store branded consumer products including aluminum foil, wraps,
waste bags, food storage bags and disposable tableware and cookware;
Pactiv Foodservice, which manufactures foodservice and food packaging products; and
Graham Packaging, which manufactures blow molded plastic containers for consumer products.
We also have a business, SIG, classified as a discontinued operation. SIG manufactures aseptic carton packaging systems for both
beverage and liquid food products, including juices, milk, soups and sauces.
We are part of a group of private companies based in New Zealand that are wholly-owned by Mr. Graeme Hart, our strategic owner.
Presentation of Financial Information
RGHL was incorporated on May 30, 2006 under the Companies Act 1993 of New Zealand. RGHL is a holding company that operates
through five segments that it acquired in a series of transactions. The segments that comprise the RGHL Group have not been owned, directly or
indirectly, by a single company that consolidated their financial results or operated them as a single combined business for all the years for which
financial results are presented in this annual report. See "Item 4. Information on RGHL History and Development" for details related to the
transactions by which the RGHL Group has been formed.
The table below summarizes the audited financial statements and selected financial information that are presented herein, prepared in
accordance with IFRS as issued by the IASB:
Year Ended December 31,

2014 2013 2012 2011(1) 2010(2)
RGHL Group Consolidated Consolidated Consolidated Selected financial Selected financial
financial statements financial statements financial statements information as of and information as of and
as of and for the year as of and for the year for the year ended for the year ended for the year ended
ended December 31, ended December 31, December 31, 2012 December 31, 2011 December 31, 2010
2014 2013 and selected financial
information as of
December 31, 2012
Beverage Packaging Combined financial Combined financial Combined financial Selected financial Selected financial
Holdings Group(3) statements as of and statements as of and statements for the information as of and information as of and
for the year ended for the year ended year ended for the year ended for the year ended
December 31, 2014 December 31, 2013 December 31, 2012 December 31, 2011 December 31, 2010
and selected financial
information as of
December 31, 2012
Beverage Packaging Consolidated Consolidated Consolidated N/A N/A
Holdings financial statements financial statements financial statements
(Luxembourg) I S.A.(4) as of and for the year as of and for the year for the year ended
ended December 31, ended December 31, December 31, 2012
2014 2013
(1) Includes the operations of Dopaco for the period from May 2, 2011 to December 31, 2011 and Graham Packaging for the period from September 8, 2011 to
December 31, 2011.
(2) Includes the operations of Pactiv for the period from November 16, 2010 to December 31, 2010.
(3) Included in this annual report to satisfy reporting requirements under the indentures governing the Reynolds Notes and the 2013 Notes.
(4) Included in this annual report pursuant to Rule 3-16 of Regulation S-X because the book value of the capital stock of BP I constitutes a substantial portion of the
collateral that secures the Reynolds Notes.
Selected Historical Consolidated Financial Data
RGHL Group
The selected historical financial data of the RGHL Group as of December 31, 2014 and 2013 and for the years ended December 31,
2014, 2013 and 2012 have been derived from the RGHL Group's audited consolidated financial statements included elsewhere in this annual report.
The selected historical financial data of the RGHL Group as of December 31, 2012, 2011 and 2010 and for the years ended December 31, 2011
and 2010 have been derived from the RGHL Group's audited financial statements, which are not included in this annual report.
5
The following data should be read in conjunction with the RGHL Group's audited consolidated financial statements and related notes,
and other financial information included elsewhere in this annual report, including Item 5. Operating and Financial Review and Prospects and
Risk Factors.
(In $ million) 2014(1)(2) 2013(1) 2012(1) 2011(1)(3) 2010(1)(4)

Income Statement Data
Revenue 11,666 11,752 11,758 9,787 4,958
Gross profit 2,016 2,081 2,098 1,655 810
Profit (loss) from operating activities 974 946 962 612 384
Net financial expenses (1,449) (1,216) (1,386) (1,402) (607)
Profit (loss) from continuing operations before income tax (475) (270) (424) (790) (223)
Income tax (expense) benefit 70 (4) 125 157 (4)
Profit (loss) from continuing operations (405) (274) (299) (633) (227)
Profit (loss) from discontinued operations, net of income tax 105 206 201 147 112
Profit (loss) for the year (300) (68) (98) (486) (115)
Balance Sheet Data
Cash and cash equivalents 1,588 1,490 1,556 597 664
Trade and other receivables 1,176 1,508 1,443 1,509 1,150
Inventories 1,453 1,647 1,612 1,764 1,281
Assets held for sale 2,767 36 21 70 18
Property, plant and equipment 3,412 4,353 4,363 4,546 3,266
Intangible assets 10,499 12,055 12,274 12,545 8,748
Total assets 21,750 22,383 22,481 21,847 15,976
Trade and other payables current 1,396 1,799 1,808 1,760 1,246
Liabilities held for sale 739 38 20
Borrowings current 478 471 524 521 141
Borrowings non-current 17,380 17,466 17,378 16,625 11,701
Total liabilities 22,875 22,614 23,137 22,342 15,625
Net assets (liabilities) (1,125) (231) (656) (495) 351
Other Data
Cash provided from (used in):
Operating activities 881 785 918 443 383
Investing activities (548) (764) (539) (2,502) (4,588)
Financing activities (96) (101) 555 2,006 4,345
Capital expenditures 687 724 650 520 337
EBITDA from continuing operations 1,772 1,799 1,881 1,324 646
EBITDA from discontinued operations 448 501 485 465 499
Total EBITDA 2,220 2,300 2,366 1,789 1,145
Adjusted EBITDA from continuing operations 1,935 2,068 2,056 1,636 735
Adjusted EBITDA from discontinued operations 548 544 501 476 502
Total Adjusted EBITDA 2,483 2,612 2,557 2,112 1,237
(5)
Ratio of earnings to fixed charges
(1) The information presented has been revised to reflect SIG as a discontinued operation for all periods. Refer to note 7 of the RGHL Groups audited consolidated
financial statements included elsewhere in this annual report for additional information.
(2) The assets and liabilities related to SIG as of December 31, 2014 have been presented as assets held for sale and liabilities directly associated with assets held
for sale in the consolidated statement of financial position. Refer to note 7 of the RGHL Groups audited consolidated financial statements included elsewhere in
this annual report for additional information.
(3) Represents a full year of operations for the Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Pactiv Foodservice includes
the operations of Dopaco for the period from May 2, 2011 to December 31, 2011. Results also include the operations of Graham Packaging for the period from
September 8, 2011 to December 31, 2011.
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(4) Represents a full year of operations for the Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products
and Pactiv Foodservice include the Hefty consumer products and the Pactiv foodservice packaging businesses, respectively, for the period from November 16,
2010 to December 31, 2010.
(5) The ratio of earnings to fixed charges is calculated by dividing earnings before income taxes from continuing operations by fixed charges of continuing operations.
For the years presented, fixed charges consisted of interest expense, amortization and the write-off of deferred financing costs and original issue discount, and
management's estimate of interest within rent expense using an approximate interest factor. Due to pre-tax losses for the years ended December 31, 2014, 2013,
2012, 2011 and 2010, the ratio coverage was less than 1.0x. The RGHL Group would have needed to generate additional earnings of $487 million, $276 million,
$428 million, $794 million and $226 million in 2014, 2013, 2012, 2011 and 2010, respectively, in order to achieve a ratio coverage of 1.0x.
Bev Pack
The selected historical combined financial data of Bev Pack as of December 31, 2014 and 2013 and for the years ended December 31,
2014, 2013 and 2012 have been derived from Bev Pack's audited combined financial statements included elsewhere in this annual report. The
selected historical combined financial data of Bev Pack as of December 31, 2012, 2011 and 2010 and for the years ended December 31, 2011 and
2010 have been derived from Bev Pack's audited combined financial statements which are not included in this annual report.
The following data should be read in conjunction with Bev Pack's audited combined financial statements and related notes, and other
financial information included elsewhere in this annual report, including Item 5. Operating and Financial Review and Prospects and Risk
Factors.
(In $ million) 2014(1)(2) 2013(1) 2012(1) 2011(1)(3) 2010(1)(4)

Income Statement Data
Revenue 11,666 11,752 11,758 9,787 4,958
Gross profit 2,016 2,081 2,098 1,655 810
Profit (loss) from operating activities 1,005 976 987 614 388
Net financial expenses (1,468) (1,234) (1,404) (1,418) (619)
Profit (loss) from continuing operations before income tax (463) (258) (417) (804) (231)
Income tax (expense) benefit 76 1 129 161 (1)
Profit (loss) from continuing operations (387) (257) (288) (643) (232)
Profit (loss) from discontinued operations, net of income tax 113 214 208 147 112
Profit (loss) for the year (274) (43) (80) (496) (120)
Balance Sheet Data
Cash and cash equivalents 1,588 1,490 1,556 597 663
Trade and other receivables 1,176 1,503 1,433 1,504 1,145
Inventories 1,453 1,647 1,612 1,764 1,281
Assets held for sale 2,767 36 21 70 18
Property, plant and equipment 3,412 4,353 4,363 4,546 3,266
Intangible assets 10,499 12,055 12,274 12,545 8,748
Total assets 21,510 22,076 22,164 21,571 15,714
Trade and other payables current 1,381 1,782 1,791 1,749 1,236
Liabilities held for sale 739 38 20
Borrowings current 477 470 523 520 140
Borrowings non-current 17,380 17,466 17,394 16,641 11,717
Total liabilities 22,849 22,588 23,126 22,342 15,629
Net assets (liabilities) (1,339) (512) (962) (771) 85
(1) The information presented has been revised to reflect SIG as a discontinued operation for all periods. Refer to note 7 of Bev Pack's audited combined financial
statements included elsewhere in this annual report for additional information.
(2) The assets and liabilities related to SIG as of December 31, 2014 have been presented as assets held for sale and liabilities directly associated with assets held
for sale in the consolidated statement of financial position. Refer to note 7 of Bev Pack's audited combined financial statements included elsewhere in this annual
report for additional information.
(3) Represents a full year of operations for the Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Pactiv Foodservice includes
the operations of Dopaco for the period from May 2, 2011 to December 31, 2011. Results also include the operations of Graham Packaging for the period from
September 8, 2011 to December 31, 2011.
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(4) Represents a full year of operations for the Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products
and Pactiv Foodservice include the Hefty consumer products and the Pactiv foodservice packaging businesses, respectively, for the period from November 16,
2010 to December 31, 2010.
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Risk Factors
Holders of our securities should carefully consider the following risk factors, in addition to the other information presented in this annual
report, including the discussions set forth in "Item 4. Information on RGHL" and "Item 5. Operating and Financial Review and Prospects" and all
the financial statements and related notes, in evaluating our business and an investment in the Reynolds Notes or the 2013 Notes. Any of the
following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of such notes to decline,
which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not
currently known to us or that we currently deem immaterial also may materially and adversely impact our business, financial condition or results of
operations.
Risks Related to Our Business
Our business and financial performance may be harmed by fluctuations in raw material, energy and freight costs.
Raw material costs represent a significant portion of our cost of sales, so changes in raw material prices may impact our results of
operations. The primary raw materials used to manufacture our products are plastic resins (particularly polypropylene (PP), polyethylene (PE"),
polystyrene ("PS") and polyethylene terephthalate ("PET")), aluminum, fiber (principally raw wood and wood chips) and paperboard (principally
cartonboard and cupstock). The prices of our raw materials have fluctuated significantly in recent years. See "Item 5. Operating and Financial
Review and Prospects Key Factors Influencing our Financial Condition and Results of Operations Raw Materials and Energy Prices."
Fluctuations in raw material costs can adversely affect our business. The fluctuations are generally due to movements in commodity
market prices, which are reflected in published indices that are used in the negotiated rates with suppliers. We typically do not enter into long-term
purchase contracts that provide for fixed prices for our principal raw materials. While we regularly enter into hedging agreements for some of our
raw materials and energy sources, such as aluminum, resin (or components thereof) and natural gas, to minimize the impact of such fluctuations,
these hedging agreements do not cover all our needs, and hedging may reduce the positive impact we may otherwise receive when raw material
prices decline. Although many of our customer pricing agreements include raw material cost pass-through mechanisms, which mitigate the impact
of changes in raw material costs, the contractual price adjustments do not occur simultaneously with commodity price fluctuations. Additionally,
some of our businesses, such as the branded business of Reynolds Consumer Products, generally do not use such cost pass-through mechanisms
in their customer pricing agreements, and in the businesses that use such mechanisms, they do not cover all of their sales. Due to differences in
timing between purchases of raw materials and sales to customers, there is often a lead-lag effect, during which margins are negatively impacted
in periods of rising raw material costs and positively impacted in periods of falling raw material costs. We also use price increases, where possible,
to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements. However,
there is no assurance that increases in raw material costs may be covered by increases in pricing. As a result, we often are not able to pass on
price increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the price increases.
Moreover, an increase in the selling prices for the products we produce resulting from a pass-through of increased raw material costs or freight
costs could have an adverse impact on the volume of units we sell and decrease our revenue.
In addition to our dependence on primary raw materials, we are also dependent on different sources of energy for our operations, such
as coal, fuel oil, electricity and natural gas. In particular, our Evergreen segment is susceptible to price fluctuations in natural gas, as it incurs
significant natural gas costs to convert raw wood and wood chips to paper products and liquid packaging board. Historically, we have been able to
mitigate the effect of higher energy-related costs with productivity improvements and other cost reductions. However, there is no assurance that
we can sustain the level of productivity improvements and cost reduction measures in the future. In addition, if some of our large energy contracts
were to be terminated for any reason or not renewed upon expiration, or if market conditions were to substantially change resulting in a significant
increase in the price of coal, fuel oil, electricity and/or natural gas, we may not be able to find alternative, comparable suppliers or suppliers capable
of providing coal, fuel, electricity and/or natural gas on terms or in amounts satisfactory to us. As a result of any of these events, our business,
financial condition and operating results may suffer.
We are also dependent on third parties for the transportation of both our raw materials and the products we sell. In certain jurisdictions,
we are exposed to import duties and freight costs, the latter of which is influenced by carrier availability and the fluctuating costs of oil and other
transportation costs.
Our business and financial performance may be adversely affected by economic downturns in the markets that we serve.
Many of our products are packaging for products manufactured by other companies, so demand for our products is directly affected by
consumer consumption of the products sold in the packages we produce. General economic conditions affect consumption in Evergreen's, Closures'
and Graham Packaging's primary end-use markets, including beverage products, such as milk, other dairy products, juices, bottled water and
carbonated and non-carbonated soft drinks, as well as the liquid food market and other packaged consumer products. Reynolds Consumer Products
depends on the market conditions in the retail industry and consumer demand for its products which are also affected by general economic conditions.
Similarly, demand for our Pactiv Foodservice products is impacted by market conditions in the foodservice industry, including restaurant demand.
Downturns or periods of economic weakness or increased prices in these consumer markets have resulted in the past, and could result
in the future, in decreased demand for our products. In particular, our business has been in the past, and could be in the future, adversely affected
by any economic downturn that results in difficulties for any of our major customers, including retailers. For example, the continuing uncertainty
about future economic conditions globally, and in the United States and Europe in particular, could negatively impact our customers and adversely
affect our results of operations. These conditions are beyond our control and may have an impact on our sales and results of operations. Macro-
economic issues involving the broader financial markets, including the housing and credit systems and general liquidity issues in the securities
markets, have negatively impacted the economy and may negatively affect our growth. In addition, weak economic conditions and declines in
consumer spending and consumption have in the past harmed, and may in the future harm, our operating results. In the United States, the economic
downturn has also reduced demand for branded consumer products such as waste and storage bags, with customers shifting towards purchases
of lower priced store branded products.
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Increased competition could reduce our sales and profitability and adversely affect our financial condition and results of operations.
All of our segments operate in highly competitive markets. Some of our competitors have significantly higher market shares than we do
globally, or in the geographic markets in which we compete. Some of our competitors offer a more specialized variety of packaging materials and
concepts and may serve more geographic regions through various distribution channels. Some of our competitors have lower costs or greater
financial and other resources than we do and may be less adversely affected than we are by price declines or by increases in raw material costs
or otherwise better withstand adverse economic or market conditions. The competitive issues faced by each of our segments are discussed in more
detail in "Item 4. Information on RGHL Business Overview Competition."
Although in some of our businesses capital costs are significant and there are intellectual property and technological barriers to entry, in
addition to existing suppliers we also face the threat of competition from new entrants to our markets. To the extent there are new entrants, increasing
or even maintaining our market shares or margins may be more difficult. In addition to other suppliers of similar products, our businesses also face
competition from packaging made from other substrates. The prices that we can charge for our products are therefore constrained by the availability
and cost of substitutes.
The combination of these market influences has created an intensely competitive environment in which product pricing (including volume
rebates, marketing allowances and other items impacting net pricing) is a key competitive factor. Our customers continuously evaluate their suppliers,
often resulting in downward pricing pressure and increased pressure to continuously introduce and commercialize innovative new products, improve
customer service, maintain strong relationships with our customers and, where applicable, maintain and support consumer-meaningful brands. We
may lose customers in the future, which would adversely affect our business and results of operations. These competitive pressures could result
in reduced sales and profitability and limit our ability to recover cost increases through price increases and, unless we are able to control our
operating costs, our gross margin may be adversely affected.
We are affected by seasonality and cyclicality in certain of our businesses.
Demand for beverages, and consequently the related packaging, caps and closures, may be affected by weather conditions, especially
during the summer months when weather impacts cold beverage consumption. In addition, demand for our consumer products, and in some
instances our packaging products, typically increases during the holiday season which leads to increased sales in the fourth quarter, and our school
milk carton business is typically stronger during the North American school semesters and decreases during the holiday periods. Additionally, the
market for non-packaging paper products, such as Evergreen's coated groundwood or uncoated free sheet products, is highly cyclical and sensitive
to changes in general business conditions, industry capacity, consumer preferences and other factors. We have no control over these factors and
they can significantly influence our financial performance.
Our business and financial performance may be harmed by changes in consumer lifestyle, eating habits, nutritional preferences and
health-related and environmental concerns.
Many of our products are used by consumers in connection with food or beverage products. Any reduction in consumer demand for these
product types as a result of lifestyle, environmental, nutritional or health considerations could have a significant impact on our customers and hence
on our financial condition and results of operations. For example, there have been recent concerns about the environmental or health impact resulting
from the manufacturing, shipping and/or disposal of resin-based products, such as plastic water bottles and polystyrene containers and packaging.
Product stewardship and resource sustainability concerns, including the recycling of products and product packaging and restrictions on the use
of potentially harmful materials in products, have received increased attention in recent years and are likely to play an increasing role in brand
management and consumer purchasing decisions. In addition, changes in consumer lifestyle, such as the gradual decline of home cooking, may
result in decreasing demand for certain of our consumer products and increasing demand for our foodservice products. Our financial position and
results of operations might be adversely affected to the extent that such environmental concerns or changes in consumer lifestyle reduce demand
for our products.
If we fail to maintain satisfactory relationships with our major customers, our results of operations could be adversely affected.
Many of our customers are large and possess significant market leverage, which results in significant downward pricing pressure, and
often constrains our ability to pass through price increases. Evergreen's and Closures' products are generally sold under multi-year supply agreements
with many of their customers. Reynolds Consumer Products generally sells its branded products pursuant to informal trading policies and its store
branded products under one year or multi-year agreements. Pactiv Foodservice sells the majority of its products under agreements ranging from
one to three years, with the balance sold pursuant to purchase orders or formal short-term supply agreements. In addition, we do not have written
agreements with some of our customers and many of our agreements can be terminated on short notice. Graham Packaging's sales are made
pursuant to long-term customer purchase orders and contracts which typically vary in length with terms up to ten years. The contracts are requirements
contracts which do not obligate the customer to purchase any given amount of product from Graham Packaging. Prices under Graham Packaging's
arrangements are tied to market standards and therefore vary with market conditions. Evergreen and Closures typically offer their major customers
a variety of incentives to purchase their filling and capping machines or lease their filling machines. If our major customers reduce purchasing
volumes or stop purchasing our products, our business and results of operations would likely be adversely affected. It is possible that we will lose
customers in the future, which may adversely affect our business and results of operations.
We could incur significant costs in complying with environmental, health and safety laws or permits or as a result of satisfying any liability
or obligation imposed under such laws or permits.
Our operations are subject to various federal, state, local and foreign environmental, health and safety laws and regulations. Among other
things, these laws regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management
of hazardous substances and wastes, protect the health and safety of our employees and the end-users of our products, regulate the materials
used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and
past releases of hazardous substances, including releases by prior owners or operators of sites we currently own or operate. Violations of these
laws and regulations or of any conditions contained in any environmental permit can result in substantial fines or penalties, injunctive relief,
requirements to install pollution or other controls or equipment, civil and criminal sanctions, permit revocations and/or facility shutdowns. We could
be held liable for the costs to address contamination of any real property we have ever owned, operated or used as a disposal site. We also could
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incur fines, penalties, sanctions or be subject to third-party claims for property damage, personal injury or nuisance or otherwise as a result of
violations of or liabilities under environmental laws or in connection with releases of hazardous or other materials. In addition, changes in, or new
interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination, or the imposition of other
environmental liabilities or obligations in the future, including additional investigation or other obligations with respect to any potential health hazards
of our products or business activities or the imposition of new permit requirements, may lead to additional compliance or other costs that could have
a material adverse effect on our business, financial condition or results of operations.
Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well
as foreign governments, have responded, and are expected to continue to respond, with increased legislation and regulation, which could negatively
affect us. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the United
States Environmental Protection Agency (EPA) is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act.
These and other foreign, federal and state climate change initiatives may cause us to incur additional direct costs in complying with new environmental
legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from our suppliers, customers
or both incurring additional compliance costs that could get passed through to us or impact product demand. Additionally, the EPA is continuing the
development of other new standards and programs that may be applicable to our operations. For example, in December 2012, the EPA finalized
its rules regulating air emissions from industrial boilers and process heaters, commonly referred to as "Boiler MACT." Based on available information,
Evergreen currently estimates capital costs to comply with the final Boiler MACT rules will be between $31 million and $46 million; approximately
$29 million to $44 million of such costs will be spent in connection with boilers at its Canton, North Carolina mill and $2 million in costs will be
incurred in connection with a boiler at its Pine Bluff, Arkansas mill. Evergreen expects to incur the Canton costs by 2019 and the Pine Bluff costs
by 2016. Evergreen does not expect the Boiler MACT rules to have a material adverse effect on its business and does not expect the expenditures
needed to achieve compliance to significantly increase the RGHL Group's capital expenditures during these periods.
In addition, a number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider,
legislation aimed at reducing the amount of plastic wastes disposed. Programs have included, for example, mandating certain rates of recycling
and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and requiring retailers or manufacturers to take back
packaging used for their products. Legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce
the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact our business. Some
consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental
concerns of consumers by using containers made in whole or in part of recycled plastic. Future legislation and initiatives could adversely affect us
in a manner that would be material to our results of operations.
We may not be able to achieve some or all of the benefits that we expect to achieve from our restructuring and cost savings programs.
We may not be able to realize some or all of the cost savings we expect to achieve in the future as a result of our restructuring and cost
savings programs in the time frame we anticipate. For a detailed description of these cost savings measures expected, refer to Item 5. Operating
and Financial Review and Prospects. A variety of factors could cause us not to realize some of the expected cost savings, including, among others,
delays in the anticipated timing of activities related to our cost savings programs, lack of sustainability in cost savings over time, unexpected costs
associated with operating our business, and lack of ability to eliminate duplicative back office overhead and redundant selling, general and
administrative functions, obtain procurement related savings, rationalize our distribution and warehousing networks, rationalize manufacturing
capacity and shift production to more economical facilities and avoid labor disruptions in connection with any integration, particularly in connection
with any headcount reduction.
Our insurance may not protect us against business and operating risks.
We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may
not obtain insurance if we believe the cost of available insurance is excessive in relation to the risks presented. As a result of market conditions,
premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically
unavailable or available only for reduced amounts of coverage. For example, we will not be fully insured against all risks associated with pollution
and other environmental incidents or impacts. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider
reasonable or to obtain or renew insurance against certain risks. Any significant uninsured liability may require us to pay substantial amounts which
would adversely affect our cash position and results of operations.
We may be involved in a number of legal proceedings that could result in substantial liabilities for us.
We are involved in several legal proceedings. It is difficult to predict with certainty the cost of defense or the outcome of these proceedings
and their impact on our business, including remedies or damage awards. The outcomes of these legal proceedings and other contingencies could
require us to take or refrain from taking certain actions, which actions or inactions could adversely affect our operations or could require us to pay
substantial amounts of money or restrict our operations. If liabilities or fines resulting from these proceedings are substantial or exceed our
expectations, our business, financial condition or results of operations may be adversely affected.
Loss of any of our key manufacturing facilities could have an adverse effect on our financial condition or results of operations.
While we manufacture most of our products in a number of diversified facilities, a loss of the use of all or a portion of any of our key
manufacturing facilities due to an accident, labor issues, weather conditions, natural disaster or otherwise could have a material adverse effect on
our financial condition or results of operations. In addition, certain of our products are produced at only one or at a small number of facilities,
increasing the risks associated with a loss of use of such facilities. For example, we only perform the foil rolling phase of our foil manufacturing
process at our Louisville plant and the melting and casting phase at our Hot Springs facility. Loss or a prolonged disruption of either of these two
facilities would significantly interrupt our production process and adversely affect our business and results of operations. In September 2012, we
ceased foil rolling operations at our Louisville plant for 13 days because of a potential risk that we could have exceeded the limit under the plant's
air emissions permit. Because we were able to recommence operations within a relatively short period of time, the impact of this event on our
business was not material. However, an event that triggered a larger disruption of production at that facility could have a material adverse effect on
our financial condition or results of operations. Other examples of events that have caused plant shut-downs or disrupted production include (i) a
fire in May 2013 at Pactiv Foodservice's facility in Macon, Georgia, which manufactures molded fiber products (primarily egg cartons), that caused
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that plant to be closed for repairs until 2014, (ii) storm damage and flooding from Hurricane Sandy in October 2012 at Pactiv Foodservice's Kearny,
New Jersey plant, where injection molded products were manufactured, that led to the closure of that plant and the relocation of such production
to other facilities, and (iii) a flood at our Louisville plant in 2009, which required us to suspend production at that facility for a short period of time.
Other facilities have from time to time been impacted by adverse weather and other natural events, and while to date no such event has had a
material adverse effect on our business, the prolonged loss of a key manufacturing facility could have such an effect.
Future government regulations and judicial decisions affecting products we produce or the products contained in or sealed with the
packaging, caps or closures we produce could significantly reduce demand for our products.
Government regulations and judicial decisions that affect the products we produce or the products contained in or sealed with the
packaging, caps or closures we produce could significantly reduce demand for our products. For example, legislation has been passed in Germany
that requires a deposit to be paid for certain disposable beverage packages. It is possible that in the future our products may become subject to
such deposit requirements if the recycling of our products falls below acceptable thresholds. Other jurisdictions have imposed taxes on products
bottled or packaged in our products impacting sales of our products. Future legislation could also limit the use of our products or impose certain
taxes on the use of our products. Such legislation could significantly reduce demand for many of our products and adversely affect our sales.
Changes to health and food safety regulations could increase costs and may also have a material adverse effect on our sales if, as a
result, the public's attitude towards our consumer products or the end products for which we provide packaging, caps or closures is substantially
affected.
Loss of our key management and other personnel, or an inability to attract new management and other personnel, could impact our
business.
We depend on our senior executive officers and other key personnel to operate our businesses and on our in-house technical experts to
develop new products and technologies and to service our customers. The loss of any of these officers or other key personnel could adversely
affect our operations. Competition is intense for qualified employees among companies that rely heavily on engineering and technology, and the
loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and expansion
of our business could hinder our ability to successfully conduct research and development activities or develop and support marketable products.
Significant consolidation among our customers or the loss of a significant customer could decrease demand for our products or our
profitability.
Consolidation among our customers could adversely affect our profitability. Over the last several years, there has been a trend toward
consolidation among our customers in the food and beverage industry and in the retail and foodservice industries, and we expect that this trend
will continue. Consolidation among our customers could increase their ability to apply price pressure, and thereby force us to reduce our selling
prices or lose sales, which would impact our results of operations. Following a consolidation, our customers in the food and beverage industry may
also close production facilities or switch suppliers of packaging, caps or closures which could impact sales of our filling and capping machines and
other products, while our customers in the retail industry may close stores, reduce inventory or switch suppliers of consumer products.
Additionally, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging rely on a relatively small number of customers
for a significant portion of their revenue. In 2014, (i) Reynolds Consumer Products' top ten customers accounted for 66% of its revenue, with one
customer accounting for 38% of revenue, (ii) Pactiv Foodservice's top ten customers accounted for 55% of its revenue, with two customers, one of
which was Reynolds Consumer Products, each accounting for approximately 13% of revenue, and (iii) Graham Packaging's top ten customers
accounted for 47% of its revenue and no single customer accounted for more than ten percent of its revenue. The loss of any of our significant
customers could have a material adverse effect on our business, financial condition and results of operations.
Supply of faulty or contaminated products could harm our reputation and business.
We have control measures and systems in place to ensure the maximum safety and quality of our products is maintained. The consequences
of not being able to do so, due to accidental or malicious raw material contamination, or due to supply chain contamination caused by human error
or faulty equipment, could be severe. Such consequences may include adverse effects on consumer health, reputation, loss of customers and
market share, financial costs or loss of revenue. In addition, if any of our competitors or customers supply faulty or contaminated products to the
market, or if manufacturers of the end-products that utilize our packaging produce faulty or contaminated products, our industry, or our end-products'
industries, could be negatively impacted, which could have adverse effects on our business.
In addition, if any of our products are found to be defective, we could be required to recall such products, which could result in adverse
publicity, significant expenses and a disruption in sales and could affect our reputation and that of our products. Although we maintain product
liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or potential product liability claims may
be excluded under the terms of the policy.
Currency exchange rate fluctuations could adversely affect our results of operations.
Our business is exposed to fluctuations in exchange rates. Although our reporting currency is U.S. dollars, we operate in multiple countries
and transact in a range of currencies in addition to dollars. Our other transacting currencies include the euro, the Argentine peso, the Brazilian real,
the British pound, the Canadian dollar, the Chinese yuan renminbi, the Japanese yen, the Korean won, the Mexican peso, the New Zealand dollar,
the Polish zloty, the Russian ruble, the Singapore dollar, the Swiss franc and the Taiwanese dollar. Where possible, we try to minimize the impact
of exchange rate fluctuations by transacting in local currencies so as to create natural hedges. There can be no assurance that we will be successful
in protecting against these risks. Under certain circumstances in which we are unable to naturally offset our exposure to these currency risks, we
enter into derivative transactions to reduce such exposures. Nevertheless, exchange rate fluctuations may either increase or decrease our revenue
and expenses as reported in dollars. Given the volatility of exchange rates, we may not be able to manage our currency transaction risks effectively,
and volatility in currency exchange rates may materially adversely affect our financial condition or results of operations.
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We may not be successful in adequately protecting our intellectual property rights, including our unpatented proprietary knowledge and
trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.
In addition to relying on the patent and trademark rights granted under the laws of the United States, countries in Europe and various
other countries in which we operate, we rely on unpatented proprietary knowledge and trade secrets and employ various methods, including
confidentiality agreements with employees and third parties, to protect our knowledge and trade secrets. However, these precautions and our
patents and trademarks may not afford complete protection against infringement by third parties, and there can be no assurance that others will
not independently develop the knowledge and trade secrets. Patent and trademark rights are territorial; thus, the patent and trademark protection
we do have will only extend to those countries in which we have been issued patents and have registered trademarks. Even so, the laws of certain
countries do not protect our intellectual property rights to the same extent as do the laws of the United States and various European countries.
Further, we may not be able to prevent current and former employees, contractors and other parties from breaching confidentiality agreements and
misappropriating proprietary information. It is possible that third parties may copy or otherwise obtain and use our information and proprietary
technology without authorization or otherwise infringe on our intellectual property rights. Infringement of our intellectual property may adversely
affect our results of operations and make it more difficult for us to establish a strong market position in countries which may not afford adequate
protection of intellectual property. Additionally, we have licensed, and may license in the future, patents, trademarks, trade secrets and similar
proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary rights are protected when entering
into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property,
similar proprietary rights or reputation. If necessary, we also rely on litigation to enforce our intellectual property rights and contractual rights, and,
if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have
a material adverse effect on our business and results of operations regardless of its outcome.
Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary
rights without infringing on the proprietary rights of third parties. Although we believe that our intellectual property rights are sufficient to allow us to
conduct our business without incurring liability to third parties, our products may infringe on the intellectual property rights of such persons and we
may be subject to claims asserting infringement of intellectual property rights. No assurance can be given that we will not be subject to such additional
claims seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such litigation could be
protracted and costly and could have a material adverse effect on our business and results of operations.
If we are unable to stay abreast of changing technology in our industry, our profits may decline.
Our businesses are subject to frequent and sometimes significant changes in technology, and if we fail to anticipate or respond adequately
to such changes, or do not have sufficient capital to invest in these developments, our profits may decline. Our future financial performance will
depend in part upon our ability to develop and market new products and to implement and utilize technology successfully to improve our business
operations. We cannot predict all the effects of future technological changes. The cost of implementing new technologies could be significant, and
our ability to potentially finance these technological developments may be adversely affected by our debt servicing requirements or our inability to
obtain the financing we require to develop or acquire competing technologies.
Employee slowdowns, strikes and similar actions could have a material adverse effect on our business and operations.
A significant portion of our employees in the United States and other countries are subject to collective bargaining agreements. In addition,
many of our employees in Asia, Europe, Mexico and South America are represented by works councils. The transportation and delivery of raw
materials to our manufacturing facilities and of our products to our customers by workers that are members of labor unions is critical to our business.
In many cases, before we take significant actions with respect to our production facilities, such as workforce reductions or closures, we must reach
agreement with applicable labor unions and employee works councils. The failure to maintain satisfactory relationships with our employees and
their representatives, or prolonged labor disputes, slowdowns, strikes or similar actions, could have a material adverse effect on our business and
results of operations.
We face risks associated with certain pension obligations.
We have pension plans that cover many of our employees, former employees and employees of formerly affiliated businesses. Many of
these pension plans are defined benefit pension plans, pursuant to which the participants receive defined payment amounts regardless of the value
or investment performance of the assets held by such plans. Deterioration in the value of plan assets, including equity and debt securities, resulting
from a general financial downturn or otherwise, or a change in the interest rate used to discount the projected benefit obligations, could cause an
increase in the underfunded status of our defined benefit pension plans, thereby increasing our obligation to make contributions to the plans, which
in turn would reduce the cash available for our business.
Our largest pension plan is the Pactiv Retirement Plan, of which Pactiv became the sponsor at the time of the Pactiv spin-off from Tenneco
Inc. in 1999. This plan covers most of Pactiv's employees as well as employees (or their beneficiaries) of certain companies previously owned by
Tenneco Inc. but not currently owned by us. As a result, while persons who are not current Pactiv employees do not accrue benefits under the plan,
the total number of individuals/beneficiaries covered by this plan is much larger than if only Pactiv personnel were participants. For this reason, the
impact of the pension plan on our net income and cash from operations is greater than the impact typically found at similarly sized companies.
Changes in the following factors can have a disproportionate effect on our results of operations compared with similarly sized companies: (i) interest
rate used to discount projected benefit obligations, (ii) governmental regulations related to funding of retirement plans in the United States and
foreign countries, (iii) financial market performance and (iv) revisions to mortality tables as a result of changes in life expectancy. As of December 31,
2014, Pactiv's U.S. pension plan was underfunded by approximately $979 million and subsequent adverse financial market performance and
decreases in interest rates may significantly increase this deficit. Future contributions to our pension plans, including Pactiv's U.S. pension plan,
could reduce the cash otherwise available to operate our business and could have an adverse effect on our results of operations.
In addition, Evergreen and Pactiv Foodservice participate in the PACE Industry Union-Management Pension Fund (PIUMPF), a multi-
employer pension plan that covers certain of their employees. Graham Packaging had withdrawn from this plan prior to its acquisition by the RGHL
Group. Evergreen and Pactiv Foodservice reached agreements with the relevant unions in November 2013 to allow Evergreen and Pactiv Foodservice
to withdraw from PIUMPF as of December 31, 2013. Pursuant to these agreements, we will be required to make withdrawal liability payments to
PIUMPF in amounts to be determined through future negotiations with PIUMPF, but which we currently estimate to be approximately $5 million per
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year for 20 years. As a result, we have accrued a liability of $82 million as of December 31, 2014 for the present value of such future payments.
However, the amount may change depending on the negotiations with PIUMPF. If PIUMPF suffers a mass withdrawal (as defined in the Employee
Retirement Income Security Act) prior to January 1, 2016, our annual payment will continue until the end of the year in which the assets (exclusive
of the withdrawal liability claims) are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. Therefore, the
aggregate amount of our required payments could increase and the increase could be material.
We expect to pursue and execute acquisitions, which, if not successful, could adversely affect our business.
As part of our strategy, we plan to consider the acquisition of other companies, assets and product lines that either complement or expand
our existing business. These acquisitions may be significant in size, scope or otherwise. However, we may not be able to continue to grow through
acquisitions and cannot provide assurance that we will be able to consummate any acquisitions, or that any future acquisitions will be completed
at acceptable prices and terms, or that the acquired businesses will be successfully integrated into our current operations. Acquisitions involve a
number of specific risks, including:
the diversion of management's attention to assimilating the acquired companies and their employees;
the disruption of management's focus on directing the expansion of operations;
the incorporation of acquired products into our product lines;
demands on our operational and financial systems;
demands on our financial resources;
possible adverse effects on our operating results;
the potential loss of customers of the acquired business;
the inability to retain key employees of the acquired business; and
failure to achieve the results we anticipate from such acquisitions.
There are or may be liabilities associated with the businesses we have acquired or may acquire. Acquisitions have the risk that the
obligations and liabilities of an acquired company may not be adequately released, indemnified or reflected in the historical financial statements of
such company and the risk that such historical financial statements may contain errors. We may also become responsible for liabilities that we failed
to or were unable to discover in the course of performing due diligence procedures in connection with our historical acquisitions and any future
acquisitions. When possible, we require the sellers to indemnify us against certain undisclosed liabilities; however, we cannot be certain that these
indemnification rights that we have obtained, or will obtain in the future, will be enforceable, collectible or sufficient in amount, scope or duration to
fully offset the possible liabilities associated with the business or property acquired. Any of these liabilities, individually or in the aggregate, could
have a material adverse effect on our business, financial condition or results of operations.
Our ability to successfully implement our business plan and achieve targeted financial results depends on our ability to successfully
integrate businesses we have acquired in the past or may acquire in the future. Acquisitions inherently involve risks, including those associated
with assimilating and integrating different business operations, corporate cultures, personnel, infrastructure and technologies or products and
increasing the scope, geographic diversity and complexity of operations. There may be additional costs or liabilities associated with the acquisitions
that we have consummated in recent years that we did not anticipate at the time such acquisitions were consummated, including an unexpected
loss of key employees or customers and hiring additional management and other critical personnel. These acquisitions may also be disruptive to
our ongoing business and may not be favorably received by our customers. Any of these risks could adversely affect our business, financial condition
and results of operations.
We may sell some of our businesses from time to time, and we have entered into an agreement to sell SIG.
From time to time we may sell some of our businesses. Sales involve a number of risks, including diversion of managements attention
to the sale process, costs associated with the sale process, risks associated with retained liabilities or indemnification obligations under the applicable
sales agreements, loss of synergies that we enjoyed prior to the sale from having the sold business combined with our other businesses for certain
costs and cost-sharing and the potential loss of benefits from having a more diverse group of businesses.
In July 2014, we announced that we were looking at strategic alternatives for, including possibly selling, our SIG, Evergreen and Closures
businesses. In November 2014, we entered into an agreement to sell SIG to Onex Corporation. The conditions precedent to the closing of the SIG
sale have been satisfied and we anticipate that the closing will occur in mid-March 2015. Additionally, in October 2014 we sold Pactiv Foodservices
building products business. We may make other dispositions from time to time.
Sales also create risks relating to the use of sales proceeds. Under our Credit Agreement and bond indentures, we are generally required
to either (a) reinvest the net sale proceeds in our businesses, or (b) use the net sale proceeds to reduce our indebtedness by prepaying loans under
our Credit Agreement and/or repaying some of our outstanding notes. If there is a significant period of time between when the net proceeds are
received and when they are used to reduce indebtedness or reinvested in a Similar Business, interest costs associated with holding the proceeds
will exceed the earnings on such funds. In connection with the sale of SIG, we entered into an amendment to our Credit Agreement providing that
net proceeds from the sale of SIG need not be used to prepay the term loans under the Credit Agreement but will be used to repay certain of our
notes. We anticipate using all of such net proceeds, currently estimated to be $4.150 billion, to reduce our outstanding indebtedness by repaying,
redeeming or otherwise retiring at least $1.9 billion of our senior secured indebtedness, with the remaining net proceeds (after paying any premiums)
being used to repay, redeem or otherwise retire senior unsecured indebtedness. There can be no assurance as to the precise amounts of either
senior secured indebtedness or senior unsecured indebtedness that will be repaid or the timing of such payments. On February 17, 2015, our
wholly-owned subsidiaries launched asset sale offers to purchase our senior secured notes and senior notes as required under our bond indentures
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and premium tender offers for certain of our notes. There can be no assurance as to the outcomes of the asset sale offers and premium tender
offers. The Credit Agreement Amendment also provides that, if not reinvested, net proceeds from the sale of our Evergreen or Closures businesses,
if a definitive agreement with respect to such businesses is signed prior to March 31, 2016, need not be used to prepay term loans but can be used
for to repay other indebtedness.
Changes in global conditions could adversely affect our business and results of operations.
Our financial results could be substantially affected by global market risks in the countries outside the United States in which we have
manufacturing facilities or sell our products, primarily in Europe, Asia and South America. Our business and results of operations are materially
affected by conditions in these economies. There can be no assurance that economic issues in these regions would not result in adverse effects
that may be material to our cash flows, competitive position, financial condition, results of operations, or our ability to access capital. In addition,
we have substantial manufacturing facilities in certain countries that are exposed to economic and political instability. Many of our raw materials,
particularly plastic resins, are affected by changes in oil prices, and economic or political unrest in petroleum producing countries, such as those
in the Middle East, will affect oil prices, which could affect our cost of raw materials and our results of operations. Our Closures segment has business
in Russia, and it could be impacted if economic sanctions by the United States or other countries are imposed on any of its customers or suppliers.
Downturns in economic activity, adverse foreign tax consequences or any changes in social, political or labor conditions in any of these countries
or regions could negatively affect our results of operations.
Conditions in the global capital and credit markets and the economy in general may have a material adverse effect on our business,
results of operations or financial position.
The global capital and credit markets have undergone periods of significant unprecedented volatility and disruption and the global economy
recently experienced a recession. Our results of operations and financial position have been, and may continue to be, negatively affected by adverse
changes in the global capital and credit markets and the economy in general, both in the United States and elsewhere around the world. Economic
conditions may also adversely affect the ability of our lenders, customers and suppliers to continue to conduct their respective businesses and may
affect our ability to operate our production facilities in an economical manner. Many of our customers rely on access to credit to fund their operations.
The inability of our customers to access credit facilities may adversely affect our business by reducing our sales, increasing our exposure to accounts
receivable bad debts and reducing our profitability.
Concerns about consumer confidence, the availability and cost of credit, reduced consumer spending and business investment, the
volatility and strength of global capital and credit markets and inflation have affected, and may continue to affect, the business and economic
environment and ultimately the profitability of our business. Economic downturns characterized by higher unemployment, lower family income, lower
corporate earnings, lower business investment and lower consumer spending have resulted, and may continue to result, in decreased demand for
our products. We are unable to predict the likely duration or severity of any disruption in global capital and credit markets and the economy in
general, all of which are beyond our control and may have a significant impact on our business, results of operations, cash flows and financial
position.
The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax
consequences.
We are subject to taxation in and to the tax laws and regulations of multiple jurisdictions as a result of the international scope of our
operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds
between our companies pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Adverse developments in
these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any
applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. In addition, the tax
authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the
tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness, including the
Reynolds Notes, intercompany loans and guarantees. If any applicable tax authorities, including the U.S. tax authorities, were to successfully
challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding
taxes on internal deemed transfers or other consequences that could have a material adverse effect on our business, financial condition and results
of operations.
Our access to trade receivable financings could adversely impact our liquidity.
On November 7, 2012, certain members of the RGHL Group entered into a Securitization Facility. This Securitization Facility is for an
amount up to $600 million. As of December 31, 2014, the RGHL Group had drawn $405 million under this facility. The amount that can be borrowed
is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. The
funding base may vary, on a monthly basis, throughout the term of the Securitization Facility. To the extent the amount of eligible trade receivables
decreases, we may be required to pay down existing borrowings under the Securitization Facility, which could require us to use cash on hand or
revolver availability which may not be available or may be more expensive than borrowings under the Securitization Facility.
From time to time, we also may sell or factor some of our other accounts receivable. Our access to factoring programs depends on the
availability of receivables insurance, and on our credit rating and the credit ratings of our customers and insurers. We may be unable to continue
to utilize factoring programs or may only be able to do so on less desirable terms if either we are unable to obtain or renew receivables insurance
or our credit rating or the credit ratings of our customers or insurers are negatively impacted. An inability to utilize factoring programs would slow
our conversion of trade receivables to cash and increase our working capital requirements, which could require us to use revolver availability or
cash on hand or to seek alternative sources of financing which may not be available or may be more expensive than our existing financing.
Our hedging activities may result in significant losses and in period-to-period earnings volatility.
We regularly enter into hedging transactions to limit our exposure to raw material and energy price risks. Our hedges are primarily related
to resin, aluminum, natural gas, ethylene, benzene and diesel. If our hedging strategies prove to be ineffective or if we fail to effectively monitor
and manage our hedging activities, we could incur significant losses which could adversely affect our financial position and results of operations,
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and we could experience significant fluctuations in our earnings from period to period. Factors that could affect the impact and effectiveness of our
hedging activities include the accuracy of our operational forecasts of raw material and energy needs and volatility of the commodities and raw
materials pricing markets.
We depend on a small number of suppliers for our raw materials and any interruption in our supply of raw materials would harm our
business and financial performance.
Some of our key raw materials are sourced from a relatively small number of suppliers. As a consequence, we are dependent on these
suppliers for an uninterrupted supply of our key raw materials. Such supply could be disrupted for a wide variety of reasons, many of which are
beyond our control. We have written contracts with some but not all of our key suppliers, and many of our written contracts can be terminated on
short notice or include force majeure clauses that would excuse the suppliers failure to supply in certain circumstances. An interruption in the supply
of raw materials for an extended period of time could have an adverse impact on our business and results of operations.
If Reynolds Consumer Products does not continue to develop and maintain brands that are meaningful to consumers, our results of
operations may suffer.
The ability of Reynolds Consumer Products to compete successfully increasingly depends on its ability to develop and maintain brands
that are meaningful to consumers. The development and maintenance of such brands requires significant investment in product innovation, brand-
building, advertising and marketing initiatives. Reynolds Consumer Products focuses on developing innovative products to address consumers'
unmet needs as well as introducing store branded products that emulate other popular branded consumer products and may increase its expenditures
for advertising and other brand-building or marketing initiatives. However, these initiatives may not deliver the desired results, which could adversely
affect our business and the recoverability of the trade names recorded in the statement of financial position.
Goodwill is a material component of our statement of financial position and impairments of such balance could have a significant impact
on our results.
We have recorded a significant amount of goodwill in our consolidated financial statements resulting from our acquisitions. We test the
carrying value of goodwill for impairment at least annually and whenever events or circumstances indicate the carrying value may not be recoverable.
The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from
future actual results of operations and cash flows. While we have concluded, for each year presented in our consolidated financial statements
included in this annual report, that our goodwill is not impaired, future events could cause us to conclude that the goodwill associated with a given
segment may have become impaired. Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of
operations and financial position.
Breaches of our information system security measures could disrupt our internal operations.
We are dependent upon information technology for the distribution of information internally and also to our customers and suppliers. This
information technology is subject to theft, damage or interruption from a variety of sources, including but not limited to malicious computer viruses,
security breaches and defects in design. Various measures have been implemented to manage our risks related to information system and network
disruptions, but a system failure or breach of these measures could negatively impact our operations and financial results.
Risks Related to Our Structure, the Guarantees, the Collateral, the Reynolds Notes and the 2013 Notes
Our substantial indebtedness could adversely affect our ability to fulfill our obligations under the Reynolds Notes, the 2013 Notes and
our other debt obligations.
We have a substantial amount of outstanding indebtedness, which totaled $18,026 million as of December 31, 2014, comprised of the
outstanding aggregate principal amounts of our borrowings and bank overdrafts. Refer to note 17 of the RGHL Groups audited consolidated financial
statements included elsewhere in this annual report for details of the RGHL Groups borrowings as of December 31, 2014.
Our substantial indebtedness could have significant consequences for you. For example, it could:
make it more difficult for us to generate sufficient cash to satisfy our obligations with respect to the Reynolds Notes, the 2013 Notes
and our other indebtedness;
increase our vulnerability to general adverse economic and market conditions;
limit our ability to obtain additional financing necessary for our business;
require us to dedicate a substantial portion of our cash flow from operations to payments in relation to indebtedness, reducing the
amount of cash flow available for other purposes, including working capital, capital expenditures, acquisitions and other general
corporate purposes;
require us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet debt payment
obligations;
restrict us from making strategic acquisitions or exploiting business opportunities;
limit our flexibility in planning for, or reacting to, changes in our business and industry;
place us at a possible competitive disadvantage compared to our competitors that have less debt;
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expose us to risks that are inherent in interest rate and currency fluctuations because certain of our indebtedness bears variable
rates of interest and is in various currencies; and
subject us to financial and other restrictive covenants, which, if we fail to comply with these covenants and that failure is not waived
or cured, could result in an event of default under our indebtedness.
Despite our substantial indebtedness, we may be able to incur substantially more debt.
Despite our substantial indebtedness we may be able to incur or issue substantial additional debt in the future. Although restrictions on
the incurrence of additional debt are contained in the indentures governing the Reynolds Notes and the 2013 Notes and in the terms of our Senior
Secured Credit Facilities, these restrictions are subject to a number of qualifications and exceptions. Also, these restrictions do not prevent us from
incurring obligations that do not constitute indebtedness as defined in such restrictions, such as certain contingent obligations incurred in the ordinary
course of business.
Our ability to incur indebtedness depends, in part, upon our satisfaction of certain financial covenants in the indentures governing the
Reynolds Notes and the 2013 Notes and in the terms of our Senior Secured Credit Facilities. The indentures governing the Reynolds Notes and
the 2013 Notes permit us to incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness
under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is
at least 2.00 to 1.00 on a pro forma basis and, (i) under the indentures governing the Reynolds Senior Secured Notes, the liens securing first lien
secured indebtedness do not exceed a 3.50 to 1.00 senior secured leverage ratio, (ii) under the indentures governing the Reynolds Senior Notes
and the 2013 Senior Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio and (iii) under the
indenture governing the 2013 Senior Subordinated Notes, the liens secure senior indebtedness.
Under the credit agreement governing the Senior Secured Credit Facilities, we may incur additional indebtedness either by satisfying
certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured
indebtedness under the Senior Secured Credit Facilities and senior secured notes in lieu thereof are permitted to be incurred up to an aggregate
principal amount of $750 million, subject to pro forma compliance with the Senior Secured Credit Facilities senior secured first lien leverage ratio
covenant. In addition, we may incur incremental senior secured indebtedness under the Senior Secured Credit Facilities and senior secured notes
in an unlimited amount so long as our senior secured first lien leverage ratio does not exceed 3.50 to 1.00 on a pro forma basis and (in the case
of incremental senior secured indebtedness under the Senior Secured Credit Facilities only) we are in pro forma compliance with the Senior Secured
Credit Facilities senior secured first lien leverage ratio covenant. The incurrence of unsecured indebtedness, including the issuance of senior notes,
and unsecured subordinated indebtedness is also permitted subject to pro forma compliance with the Senior Secured Credit Facilities senior secured
first lien leverage ratio covenant.
The amount of indebtedness that we can incur at any point in time will vary materially as a result of historical and pro forma changes in
our earnings, cash flows and performance against contractual ratios and other results and factors.
Restrictive covenants in the Reynolds Notes, the 2013 Notes and our other indebtedness could adversely affect our business by limiting
our operating and strategic flexibility.
The indentures governing the Reynolds Notes and the 2013 Notes contain restrictive covenants that limit our ability to, among other
things:
incur or guarantee additional indebtedness or issue preferred stock or disqualified stock, including to refinance existing indebtedness;
pay dividends or make distributions in respect of capital stock;
purchase or redeem capital stock;
make certain investments or certain other restricted payments;
create or incur liens;
sell assets;
agree to limitations on the ability of certain of our subsidiaries to make distributions;
enter into transactions with affiliates; and
effect a consolidation, amalgamation or merger.
These restrictive covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, mergers
and acquisitions, joint ventures or other corporate opportunities. In addition, the Senior Secured Credit Facilities contain, and our future indebtedness
may contain, other and more restrictive covenants and also prohibit us from prepaying certain of our other indebtedness, including the 2013 Senior
Notes, prior to discharge of the Senior Secured Credit Facilities or such future indebtedness. The Reynolds Senior Secured Notes and the 2013
Intercreditor Agreement (the "2013 Intercreditor Agreement") described in "Item 10. Additional Information Material Contracts" also contain
restrictions on our ability to prepay the 2013 Notes prior to the redemption of the Reynolds Senior Secured Notes and, in the case of the 2013
Intercreditor Agreement, the Senior Secured Credit Facilities. The Senior Secured Credit Facilities require us to maintain a senior secured first lien
leverage ratio. Our future indebtedness may contain similar or other financial ratios set at levels determined by us and our future lenders. The ability
to meet the leverage ratio could be affected by a deterioration in our operating results, as well as by events beyond our control, including increases
in raw material prices and unfavorable economic conditions, and we cannot assure you that the leverage ratio will be met. It may be necessary to
obtain waivers or amendments with respect to covenants under the indentures governing the Reynolds Notes and the 2013 Notes, and in the terms
of the Senior Secured Credit Facilities or our future indebtedness from time to time, but we cannot assure you that we will be able to obtain such
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waivers or amendments. A breach of any of these covenants, leverage ratio or restrictions could result in an event of default under the indentures
governing the Reynolds Notes and the 2013 Notes and in the terms of the Senior Secured Credit Facilities or our future indebtedness and any of
our other indebtedness or result in cross-defaults under certain of our indebtedness. Upon the occurrence of an event of default under the indentures
governing the Reynolds Notes, the 2013 Notes, the terms of the Senior Secured Credit Facilities or such other indebtedness, the lenders could
terminate their commitment to lend and elect to declare all amounts outstanding under such indebtedness, together with accrued interest, to be
immediately due and payable. If the lenders accelerate the payment of that indebtedness or foreclose on the assets securing that indebtedness,
including the collateral, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness then
outstanding, including the Reynolds Notes and the 2013 Notes.
Our ability to generate the significant amount of cash needed to pay interest and principal on the Reynolds Notes and the 2013 Notes
and service our other debt and the ability to refinance all or a portion of our indebtedness or obtain additional financing depends on
many factors beyond our control.
Our ability to generate sufficient cash flow from operations to make scheduled payments on, or to refinance obligations under, our debt
will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to
financial and business-related factors, many of which may be beyond our control. See Risks Related to Our Business above.
As of December 31, 2014, we had $18,026 million of outstanding indebtedness, comprised of the outstanding aggregate principal amounts
of our borrowings and bank overdrafts. We anticipate using all of the currently estimated net proceeds of $4.150 billion to be received from the
disposition of SIG to repay, redeem or otherwise retire a portion of our senior indebtedness. As a result, we expect our annual cash interest obligations
on our Senior Secured Credit Facilities, our outstanding notes, the Securitization Facility and other indebtedness to decrease by approximately
$300 million to $325 million. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce
working capital levels, reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure all or a portion of our
debt. In the future, our cash flow and capital resources may not be sufficient to allow us to make payments of principal and interest on our debt.
Any alternative measures we may take may not be successful or be on commercially reasonable terms and may not permit us to meet our scheduled
debt service obligations, including the payment of interest or principal in respect of the Reynolds Notes and the 2013 Notes. In addition, we may
want or need to refinance some or all of our indebtedness prior to maturity. We cannot assure you that we will be able to refinance any of our
indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt, prevailing market conditions and the debt
incurrence restrictions imposed by the agreements governing our debt. In the absence of sufficient cash flow and capital resources, we could face
substantial liquidity problems and may be required to dispose of material assets or operations to meet our debt service and other obligations. The
indentures governing the Reynolds Notes and the 2013 Notes and the terms of the Senior Secured Credit Facilities restrict, and our future
indebtedness is likely to restrict, both our ability to dispose of assets and the use of proceeds from any such disposition. We cannot assure you
that we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be
adequate to meet our debt service obligations when due or that we will be contractually permitted to apply such proceeds for that purpose. Our
inability to generate sufficient cash flow to satisfy our debt obligations, or to implement any of these alternative measures, would have a material
adverse effect on our business, financial condition and results of operations.
Mr. Graeme Hart, our strategic owner, controls us through a number of holding companies, including Packaging Holdings Limited, and
may have conflicts of interest with the holders of our debt or us in the future.
Mr. Graeme Hart indirectly owns through Packaging Holdings Limited all of our common stock and the actions he is able to undertake
as our sole ultimate shareholder may differ from or adversely affect the interests of our debt holders. Because Mr. Hart ultimately controls our voting
shares and those of all of our subsidiaries, he has and will continue to have the power, among other things, to affect our legal and capital structure
and our day-to-day operations, as well as to elect our directors and those of our subsidiaries, to change our management and to approve any other
changes to our operations. Additionally, Mr. Hart is in the business of making investments in companies and may from time to time acquire and hold
interests in businesses that compete, directly or indirectly, with us. Mr. Hart may also pursue acquisition opportunities that may be complementary
to our business and, as a result, those acquisition opportunities may not be available to us. Finally, because none of our securities are listed on a
securities exchange in the United States, we are not subject to certain of the corporate governance requirements of a U.S. securities exchange,
including any requirement to have any independent directors.
An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.
A portion of our outstanding debt, including the indebtedness we have incurred under the Senior Secured Credit Facilities and the
Securitization Facility and, potentially, our future indebtedness, bears interest at variable rates. As of December 31, 2014, we had $2,956 million
of variable rate debt outstanding. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase
in our cost of borrowing, would increase the cost of servicing this debt and could materially reduce our profitability and adversely affect our ability
to meet our obligations under the Reynolds Notes, the 2013 Notes and our other debt obligations. The impact on us of such an increase would be
more significant than it would be on some other companies because of our substantial debt.
The Reynolds Notes are joint and several obligations of a Luxembourg-based socit anonyme (limited liability company), a U.S.-based
corporation and a U.S.-based limited liability company, each having no independent operations or subsidiaries, and as a result, the
Reynolds Notes Issuers' ability to service the Reynolds Notes is dependent on cash flow generated by members of the RGHL Group and
their ability and willingness to make distributions to the Reynolds Notes Issuers.
Reynolds Group Issuer Inc. ("US Issuer"), an indirect wholly-owned subsidiary of RGHL and co-issuer of the Reynolds Notes, is a finance
company with no operations of its own, and it has no material assets. Reynolds Group Issuer LLC ("US Co-Issuer"), an indirect wholly-owned
subsidiary of RGHL and co-issuer of the Reynolds Notes, is a finance company with no operations of its own, and its only material assets are certain
intercompany proceeds loans to which it is a party. Reynolds Group Issuer (Luxembourg) S.A. ("Lux Issuer" and, together with the US Issuer and
the US Co-Issuer, the Reynolds Notes Issuers), an indirect wholly-owned subsidiary of RGHL and co-issuer of the Reynolds Notes, is a finance
company with no operations of its own, and its only material assets are certain intercompany proceeds loans to which it is a party. As a result of
the foregoing, the Reynolds Notes Issuers' cash flows and their ability to service their indebtedness, including their ability to pay the interest and
principal amount in respect of the Reynolds Notes when due, depend on the performance of the RGHL Group and the ability of members of the
RGHL Group to provide funds to the Reynolds Notes Issuers.
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Accordingly, repayment of the Reynolds Notes Issuers' indebtedness, including the Reynolds Notes, depends on the generation of cash
flow by the RGHL Group, and (if they are not guarantors of the Reynolds Notes) the ability of RGHL Group members to make such cash available
to the Reynolds Notes Issuers whether by dividend, debt repayment, investment, loan, advance or otherwise. Unless they are guarantors of the
Reynolds Notes, members of the RGHL Group do not have any obligation to pay amounts due on such Reynolds Notes or to make funds available
for that purpose. Our subsidiaries may not be able to make payments to each Reynolds Notes Issuer to enable it to make payments in respect of
its indebtedness, including the Reynolds Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual
restrictions may limit the Reynolds Notes Issuers' ability to obtain cash from our subsidiaries. While the indentures governing the Reynolds Notes
and the 2013 Notes limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany
payments to the Reynolds Notes Issuers, these limitations are subject to certain qualifications and exceptions. In the event that the Reynolds Notes
Issuers do not receive payments from our subsidiaries, they may be unable to make required principal and interest payments on their indebtedness,
including the Reynolds Notes.
In addition, any payment of interest, dividends, distributions, debt repayments, investments, loans or advances by our subsidiaries to the
Reynolds Notes Issuers could be subject to restrictions on such payments under applicable local law, monetary transfer restrictions, withholding
taxes and foreign currency exchange regulations in the jurisdictions in which the subsidiaries operate or under arrangements with local partners.
The 2013 Notes are joint and several obligations of a Luxembourg-based socit anonyme (limited liability company) and a U.S.-based
corporation, each having no independent operations or subsidiaries, and as a result, the 2013 Notes Issuers' ability to service the 2013
Notes is dependent on cash flow generated by members of the RGHL Group and on payments received under proceeds loans.
Beverage Packaging Holdings II Issuer Inc. (BP II Issuer and, together with BP II, the 2013 Notes Issuers) is a finance company with
no operations of its own and no material assets, except its financing activities as a co-issuer of the 2013 Notes and payments of related fees and
expenses. BP II is a finance company with no operations of its own, and its only material assets are certain intercompany proceeds loans to which
it is a party. The 2013 Notes Issuers are not permitted to engage in any activities other than the issuance of the 2013 Notes, shares, any additional
notes and any other permitted debt, guaranteeing the indebtedness of RGHL, BP I and their restricted subsidiaries and activities that are incidental
to or necessary or convenient to the foregoing.
BP II has no subsidiaries and its only material asset and potential source of income is its right to receive payments under its loans to BP
I of the proceeds of the 2013 Notes (the 2013 Proceeds Loans). The ability of the 2013 Notes Issuers to make payments on the 2013 Notes is
therefore dependent on the payments received under the 2013 Proceeds Loans and other funds that may be received from BP I and its subsidiaries.
However, there is no obligation on the part of BP I and its subsidiaries to provide funds to the 2013 Notes Issuers other than the guarantees
mentioned below and the 2013 Proceeds Loans. If payments on the 2013 Proceeds Loans are not made by BP I, for whatever reason, the 2013
Notes Issuers may not have funds available to them that would permit them to make payments on the 2013 Notes. In such circumstances, the
holders of the 2013 Notes would have to rely upon claims for payment under the guarantees, which claims would be subject to a number of significant
risks, including those described below.
BP I, the borrower under the 2013 Proceeds Loans, is an intermediate holding company that is an indirect parent company of our operating
subsidiaries. BP I has no material assets other than shares of its subsidiaries and certain intercompany loans, payables and receivables. As a
consequence of the foregoing, BP I's ability to make payments under the 2013 Proceeds Loans and, in turn, the 2013 Notes Issuers ability to make
payments on the 2013 Notes, will be substantially dependent upon dividends, loans and other intercompany payments from BP I's subsidiaries. BP
I's subsidiaries may not be able to generate sufficient cash to make such payments or have adequate distributable reserves to distribute funds to
BP I to enable it to make payments on the 2013 Proceeds Loans. Furthermore, the ability of BP I's subsidiaries to distribute earnings to BP I by
way of dividends, distributions, interest returns on investments, including repayment of loans and other payments, is subject to various restrictions,
including those arising under applicable law and our various debt agreements.
The 2013 Proceeds Loans are also subject to subordination provisions similar to those applicable to the senior subordinated guarantees
of the 2013 Senior Notes and the subordinated guarantees of the 2013 Senior Subordinated Notes, including payment blockage, standstill on
enforcement and turnover provisions in favor of the Senior Secured Credit Facilities and the Reynolds Senior Secured Notes.
As a result of the foregoing, the 2013 Notes Issuers cash flows and their ability to service their indebtedness, including their ability to
pay the interest and principal amount in respect of the 2013 Notes when due, depend on the performance of the RGHL Group and BP IIs right to
receive payments under the 2013 Proceeds Loans. Accordingly, repayment of the 2013 Notes Issuers' indebtedness, including the 2013 Notes,
depends on the generation of cash flow by the RGHL Group, and (if they are not guarantors of the 2013 Notes) the ability of RGHL Group members
to make such cash available to BP I and the 2013 Notes Issuers and BP Is ability to make payments on the 2013 Proceeds Loans to BP II. Unless
they are guarantors of the 2013 Notes, members of the RGHL Group do not have any obligation to pay amounts due on such 2013 Notes or to
make funds available for that purpose. Our subsidiaries may not be able to make payments to BP I or the 2013 Notes Issuers to enable the 2013
Notes Issuers to make payments in respect of their indebtedness, including the 2013 Notes. Each subsidiary is a distinct legal entity and, under
certain circumstances, legal and contractual restrictions may limit BP Is or the 2013 Notes Issuers' ability to obtain cash from our subsidiaries.
While the indentures governing the Reynolds Notes and the 2013 Notes limit the ability of our subsidiaries to incur consensual restrictions on their
ability to pay dividends or make other intercompany payments to BP I or the 2013 Notes Issuers, these limitations are subject to certain qualifications
and exceptions. In the event that the 2013 Notes Issuers do not receive payments from BP I under the 2013 Proceeds Loans or otherwise from our
subsidiaries, they may be unable to make required principal and interest payments on their indebtedness, including the 2013 Notes.
In addition, any payment of interest, dividends, distributions, debt repayments, investments, loans or advances by our subsidiaries to the
2013 Notes Issuers (including in respect of the 2013 Proceeds Loans) could be subject to restrictions on such payments under applicable local law,
monetary transfer restrictions, withholding taxes and foreign currency exchange regulations in the jurisdictions in which the subsidiaries operate or
under arrangements with local partners.
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A failure to comply with the debt covenants in the agreements governing our indebtedness could lead to an acceleration of our debt
repayment and possibly bankruptcy.
The agreement governing the Senior Secured Credit Facilities, the indentures governing the Reynolds Notes and the 2013 Notes and
the terms of our other indebtedness, require us, and the terms of our future indebtedness are also likely to require us, to meet certain covenants.
A default under any of our debt instruments could result in the accelerated repayment of our debt and possibly bankruptcy. This will negatively
impact our ability to fulfill our obligations under the Reynolds Notes and the 2013 Notes, including our obligation to pay interest and principal thereon.
The RGHL Group is required to comply with covenants under its various debt agreements, which may be subject to multiple interpretations.
The RGHL Group is subject to covenants under its various debt agreements, such as the indentures governing the Reynolds Notes and
the 2013 Notes and the credit agreement governing the Senior Secured Credit Facilities. These covenants may be subject to multiple interpretations,
and, from time to time, parties to our debt agreements may disagree with our interpretation of these covenants. Disagreements with respect to the
interpretation of these covenants may result in allegations of non-compliance which could result in a default or event of default under our indebtedness,
either of which could materially adversely affect our financial condition.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Reynolds Notes and the
2013 Notes.
Any default under the agreements governing our indebtedness that is not cured or waived, as applicable, by the required lenders or
noteholders thereunder, and the remedies sought by the holders of such indebtedness, could prevent us from making payments of principal, premium,
if any, or interest on the Reynolds Notes and the 2013 Notes and could substantially decrease the market value of the Reynolds Notes and the
2013 Notes. In the event of any such default, the holders of such indebtedness could elect to declare all outstanding amounts thereunder to be due
and payable, together with accrued and unpaid interest, and this may also cause a cross default in our other indebtedness. If our operating
performance declines, and we breach our covenants under the agreements governing such indebtedness, we may need to seek waivers from the
noteholders and the lenders under the Senior Secured Credit Facilities, or holders of our other indebtedness to avoid being in default. We may not
be able to obtain a waiver from the required number of lenders or noteholders. If this occurs, we would be in default under such indebtedness, the
lenders or noteholders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. See "Item 10. Additional
Information Material Contracts."
We may be unable to raise the funds necessary to finance the change of control repurchase offers required by the indentures governing
the Reynolds Notes and the 2013 Notes and similar requirements in the agreements governing our other indebtedness.
If a specified change of control occurs in relation to us, the Reynolds Notes Issuers and the 2013 Notes Issuers would be required to
make an offer to purchase all of the outstanding Reynolds Notes and the 2013 Notes (as applicable), at a price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The occurrence of a change of control under the indentures
governing the Reynolds Notes and the 2013 Notes would require that the Senior Secured Credit Facilities, and may require that any of our future
indebtedness, be immediately repaid or that we make an offer to repurchase it, possibly at a premium or subject to penalties. The Reynolds Notes
Issuers and the 2013 Notes Issuers may be dependent on RGHL and its subsidiaries for the funds necessary to cure the events of default, or fund
any mandatory prepayment or redemption caused by such change of control event. RGHL and its subsidiaries may not have sufficient financial
resources to purchase all of the Reynolds Notes and the 2013 Notes that are tendered upon a change of control offer or to redeem such notes. A
failure by the Reynolds Notes Issuers or the 2013 Notes Issuers to purchase the Reynolds Notes and the 2013 Notes after a change of control in
accordance with the terms of the applicable indentures requiring such purchases would result in a default under the agreement governing the Senior
Secured Credit Facilities and the indentures governing the Reynolds Notes and the 2013 Notes and may result in a default under any future
indebtedness.
The occurrence of a change of control may not be under our control and may occur at any time. For example, Packaging Finance Limited,
the direct parent of RGHL, has pledged 100% of its shares in RGHL to certain lenders in connection with a financing arrangement. Consequently,
it is possible that such lenders may enforce the pledge against Packaging Finance Limited and foreclose on the RGHL shares for reasons outside
of our control. Such foreclosure may result in a change of control under the terms of the indentures governing the Reynolds Notes and the 2013
Notes. In the event of a change of control, we cannot assure you that we will have sufficient assets to satisfy all of our obligations under the Senior
Secured Credit Facilities, the Reynolds Notes, the 2013 Notes, any future indebtedness and any other debt requiring repayment upon such event.
The terms of the Senior Secured Credit Facilities limit, and our future indebtedness may limit, our right to purchase or redeem certain
indebtedness. In the event any purchase or redemption is prohibited, we may seek to obtain waivers from the required lenders under the Senior
Secured Credit Facilities or our future lenders to permit the required repurchase or redemption, but the required lenders do not have, and our future
lenders are unlikely to have, any obligation to grant, and may refuse to grant, such a waiver.
Certain of our debt obligations mature in close proximity to each other.
Our obligations under the Reynolds Notes, the 2013 Notes, certain series of the Pactiv Notes and the term loans under the Senior Secured
Credit Facilities mature between December 15, 2016 and August 15, 2021, and some of the maturity dates are in close proximity to each other.
Based on outstanding balances as of December 31, 2014, principal amounts of $650 million mature in 2016, $903 million mature in 2017, $3,487
million mature in 2018, $6,750 million mature in 2019, $3,250 million mature in 2020, and $2,000 million mature in 2021. As a result, we may not
have sufficient cash to repay all amounts under our debt obligations at maturity. Given that these debt instruments and facilities will mature in close
proximity to each other, there can be no assurance that we will have the ability to borrow or otherwise raise the amounts necessary to repay such
amounts and it may be difficult to refinance our indebtedness.
Our Securitization Facility matures in 2017. However, amounts drawn under the Securitization Facility are presented as current borrowings,
as amounts drawn are required to be repaid when the receivables are collected. As of December 31, 2014, $405 million has been drawn under the
Securitization Facility.
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Not all of our subsidiaries guarantee the Reynolds Notes and the 2013 Notes, and the Reynolds Notes and the 2013 Notes and the related
guarantees will be structurally subordinated to all of the claims of creditors of those non-guarantor subsidiaries.
The Reynolds Notes are guaranteed by RGHL, the 2013 Notes Issuers, BP I and subsidiaries of BP I that guarantee the Senior Secured
Credit Facilities. The 2013 Notes are guaranteed by RGHL, BP I and subsidiaries of BP I that guarantee the Senior Secured Credit Facilities,
including the Reynolds Notes Issuers. The guarantee of the Reynolds Notes or the 2013 Notes by a subsidiary, however, will be automatically
released if such subsidiarys guarantee of the Senior Secured Credit Facilities is released or discharged. See - Because each guarantor's or
security provider's liability under its guarantee or security may be reduced to zero, avoided or released under certain circumstances, you may not
receive any payments from some or all of the guarantors or security providers. In the future, other subsidiaries will be required to guarantee the
Reynolds Notes and the 2013 Notes only under certain limited circumstances. The indentures governing the Reynolds Notes and the 2013 Notes
do not limit the transfer of assets to, or the making of investments in, any of our restricted subsidiaries, including our non-guarantor subsidiaries.
In the event that any non-guarantor subsidiary becomes insolvent, is liquidated, reorganized or dissolved, or is otherwise wound up other
than as part of a solvent transaction, the assets of such non-guarantor subsidiary will be used first to satisfy the claims of its creditors, including its
trade creditors, banks and other lenders. Only the residual equity value will be available to the Reynolds Notes Issuers, the 2013 Notes Issuers
and any other guarantor of the Reynolds Notes and the 2013 Notes, and only to the extent the Reynolds Notes Issuers, the 2013 Notes Issuers or
any guarantor of the Reynolds Notes and the 2013 Notes are parent companies of such non-guarantor subsidiary. The Reynolds Notes Issuers
and the 2013 Notes Issuers currently do not have any subsidiaries. Consequently, the Reynolds Notes and the 2013 Notes and each guarantee of
the Reynolds Notes and the 2013 Notes will be structurally subordinated to claims of creditors of non-guarantor subsidiaries. The indentures
governing the Reynolds Notes and the 2013 Notes permit our subsidiaries, including our non-guarantor subsidiaries, to incur additional debt (subject
to certain conditions and limitations with respect to restricted subsidiaries) and do not limit their ability to incur trade payables and similar liabilities.
Fraudulent conveyance laws and other limitations on the enforceability of the Reynolds Notes and the 2013 Notes, the related guarantees
and any security securing such notes or related guarantees, may adversely affect the validity and enforceability of such instruments or
the related security securing them.
The Reynolds Notes and the 2013 Notes, the related guarantees and any security securing such notes or the related guarantees may
be subject to claims that they should be limited or voided in favor of our existing and future creditors under applicable law, including laws in Austria,
Brazil, Canada, Germany, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand and the United States. In addition, the
enforcement of the Reynolds Notes and the 2013 Notes and the guarantees and the amount that can be recovered under a security interest in
respect of any asset is limited to the extent of the amount which can be guaranteed by a particular guarantor, security provider or issuer without
rendering the applicable guarantee or security voidable or otherwise ineffective under applicable law. Moreover, the enforcement of the Reynolds
Notes and the 2013 Notes, guarantees or security against any issuer, a relevant guarantor or security provider will be subject to certain defenses
available to the issuers, guarantors or security providers generally under (i) the laws of New York, which govern the Reynolds Notes and the 2013
Notes and the guarantees, (ii) the laws governing the relevant security document, and (iii) laws applicable to companies and other corporate entities
in the jurisdiction in which the relevant issuer or guarantor or, if applicable, security provider is organized. These laws and defenses include those
that relate to fraudulent conveyance or transfer, fraudulent or voidable preference, financial assistance, corporate purpose or benefit, preservation
of share capital, thin capitalization, unlawful dividend and defenses affecting the rights of creditors or other stakeholders generally.
Although laws differ significantly among jurisdictions, in general, under fraudulent conveyance and similar laws, a court could subordinate
or void any note obligation, guarantee or security obligation if it found that at the time any issuer, guarantor or security provider, as applicable, issued
the Reynolds Notes or the 2013 Notes or incurred obligations under a related guarantee or any security, such issuer, guarantor or security provider
did so with the intent of preferring, hindering, as applicable, delaying or defrauding current or future creditors, or received less than reasonably
equivalent value or fair consideration for issuing the Reynolds Notes or the 2013 Notes, incurring the guarantee or providing the security, as
applicable, and:
was insolvent or was rendered insolvent by reason of the incurrence of the applicable indebtedness or guarantee or providing the
security, as applicable;
was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital;
intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured;
was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after
final judgment the judgment is unsatisfied; or
in the case of a guarantee or security, the guarantee or security was not in the best interests or for the benefit of the guarantor or
security provider.
The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being
applied in the relevant legal proceeding. Generally, however, an issuer, a guarantor or a security provider could be considered insolvent if:
it has failed to pay an amount that is due and in relation to which the creditor has served a written demand;
it has failed to pay its liabilities generally as they become due;
the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or
the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts
and liabilities, including contingent liabilities, as they become absolute and mature.
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We cannot give you any assurance as to what standards a court would use to determine whether any issuer, guarantor or security provider
was solvent at the relevant time, or whether, notwithstanding the standard used, the Reynolds Notes or the 2013 Notes or the applicable guarantee
or security would not be avoided on other grounds, including those described above.
A company's guarantee of the Reynolds Notes or the 2013 Notes could be subject to the claim that, since the guarantor incurred its
guarantee for the benefit of its affiliate or affiliates that incurred such indebtedness, and only indirectly for the benefit of the guarantor, its obligations
under its guarantee were incurred for less than reasonably equivalent value or fair consideration. If a court held that the guarantee should be avoided
as a fraudulent conveyance, the court could avoid, or hold unenforceable, the guarantee, which would mean that noteholders would not receive
any payments under such guarantee, and the court could direct holders of the Reynolds Notes or the 2013 Notes, as applicable, to return any
amounts that they had already received from the applicable guarantor.
Each guarantee of the Reynolds Notes or the 2013 Notes contains a provision, referred to as the savings clause, intended to limit the
guarantor's liability to the maximum amount that it could incur without causing its guarantee to be a fraudulent transfer. However, this provision may
automatically reduce the guarantor's obligations to an amount that effectively makes the guarantee worthless and, in any case, this provision may
not be effective to protect a guarantee from being avoided under fraudulent transfer laws. For example, in 2009, the U.S. Bankruptcy Court in the
Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found a savings clause provision
in that case to be ineffective and held these guarantees to be fraudulent transfers and voided them in their entirety.
Laws or judicial determinations similar to those described above may also apply to any future guarantee or security granted by one of
our subsidiaries.
Insolvency laws could limit the ability of noteholders to enforce their rights under the Reynolds Notes or the 2013 Notes, the guarantees
and the security.
Any insolvency proceedings with regard to any issuer, guarantor or security provider would most likely be based on and governed by the
insolvency laws of the jurisdiction under which the relevant entity is organized. As a result, in the event of insolvency with regard to any of these
entities, the claims of holders of the Reynolds Notes or the 2013 Notes against any applicable issuer, guarantor or security provider may be subject
to the insolvency laws of its jurisdiction of organization. The provisions of such insolvency laws differ substantially from each other, including with
respect to rights of creditors, priority of claims and procedure and may contain provisions that are unfavorable to holders of the Reynolds Notes or
the 2013 Notes. In addition, there can be no assurance as to how the insolvency laws of these jurisdictions will be applied in cross-border insolvency
proceedings.
As a general matter, under insolvency law, any issuer's, any guarantor's or any security provider's liabilities in respect of the Reynolds
Notes or the 2013 Notes, the related guarantees and, if applicable, security, may, in the event of insolvency or similar proceedings, rank junior to
certain of such issuer's, guarantor's or security provider's debts that are entitled to priority under the laws of such jurisdiction. Debts entitled to
priority may include (i) amounts owed in respect of employee pension schemes, (ii) certain amounts owed to employees, (iii) amounts owed to
governmental agencies, including tax authorities and (iv) expenses of an insolvency practitioner. In addition, in some jurisdictions, an examiner or
administrator or similar party may be legally required to consider the interest of third parties (including, for example, employees) or the best interests
of the relevant company in connection with the proceedings. In certain cases, the ability of a holder to collect interest accruing on the Reynolds
Notes or the 2013 Notes in respect of any period after the commencement of liquidation proceedings and a holder's rights in respect of the guarantees
may be limited.
The enforcement of your rights as holders of the Reynolds Notes or the 2013 Notes or under the related guarantees or security across
multiple jurisdictions may be difficult.
The Reynolds Notes are joint and several obligations of the Reynolds Notes Issuers. The 2013 Notes are joint and several obligations
of the 2013 Notes Issuers. The Reynolds Notes and the 2013 Notes are guaranteed and for certain series of the Reynolds Notes security has been
provided by certain of our subsidiaries which are organized under the laws of Austria, Brazil, Canada, Germany, Luxembourg, Mexico, the Netherlands,
New Zealand, Switzerland, Thailand and the United States. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated
in any of these jurisdictions or in the jurisdiction of organization of a future guarantor. The rights of holders under the Reynolds Notes, the 2013
Notes, the guarantees and the security granted will be subject to the laws of several jurisdictions and holders of the Reynolds Notes and the 2013
Notes may not be able to enforce their rights effectively in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-
jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of
creditors' rights.
In addition, the bankruptcy, insolvency, foreign exchange, administration and other laws of the various jurisdictions in which the issuers,
guarantors and security providers are located may be materially different from or in conflict with one another and those of the United States, including
in respect of creditors' rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The
consequences of the multiple jurisdictions involved in the transaction could trigger disputes over which jurisdiction's law should apply and choice
of law disputes which could adversely affect the ability of noteholders to enforce their rights and to collect payment in full under the Reynolds Notes,
the 2013 Notes, the related guarantees and any security.
The beneficial owners of the Reynolds Senior Secured Notes are not party to any of the security documents. Therefore, in certain
jurisdictions, such as Germany, Austria, Switzerland and the Netherlands, there are risks regarding the enforceability of the security interests granted
by an issuer or guarantor in favor of the holders of the Reynolds Senior Secured Notes. Under the First Lien Intercreditor Agreement (the "First
Lien Intercreditor Agreement") described in "Item 10. Additional Information Material Contracts" and certain of the security documents with respect
to the collateral securing the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities, the collateral agents hold secured claims
equal to the amount of the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities, for the benefit of the applicable secured parties
thereunder pursuant to a parallel debt undertaking. This parallel debt undertaking extends to the obligations with respect to the Reynolds Senior
Secured Notes for the benefit of the trustee and the holders of the Reynolds Senior Secured Notes. Accordingly, the rights of the holders of the
Reynolds Senior Secured Notes are not directly secured by the pledges of the collateral but through this parallel claim. The parallel claim is
acknowledged by the applicable issuer or guarantor by way of a parallel debt undertaking to the collateral agent. The parallel debt undertaking
secures the Reynolds Senior Secured Notes and the relevant guarantees and the collateral secures claims under the parallel debt undertaking.
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There is uncertainty as to the enforceability of this procedure in many jurisdictions, including Germany, Austria, Switzerland and the Netherlands.
For example, this procedure has not yet been tested under German, Austrian, Swiss or Dutch law, and we cannot assure you that it will eliminate
or mitigate the risk of unenforceability posed by German, Austrian, Swiss or Dutch law or the law of any other jurisdiction where parallel debt is
used.
You may be unable to enforce judgments obtained in the United States and foreign courts against us, certain of the guarantors or our or
their respective directors and executive officers.
Many of our directors and executive officers and most of the guarantors as well as the Lux Issuer for the Reynolds Notes and BP II for
the 2013 Notes are, and will continue to be, non-residents of the United States, and most of the assets of these companies are located outside of
the United States. As a consequence, you may not be able to effect service of process on the Lux Issuer, BP II and guarantors located outside the
United States or the non-U.S. resident directors and officers in the United States or to enforce judgments of U.S. courts in any civil liabilities
proceedings under the U.S. federal securities laws. Moreover, any judgment obtained in the United States against the non-resident directors, the
executive officers, the Lux Issuer, BP II or the guarantors, including judgments with respect to the payment of principal, premium, if any, and interest
on the Reynolds Notes or the 2013 Notes, may not be collectible in the United States. There is also uncertainty about the enforceability in the courts
of certain jurisdictions, including judgments obtained in the United States against certain of the guarantors, whether or not predicated upon the
federal securities laws of the United States.
In particular, Lux Issuer and BP II are public limited liability companies (socit anonyme) organized under the laws of Luxembourg.
Certain of their officers and directors are residents of various jurisdictions outside the United States. All or a substantial portion of their assets may
be located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon such
persons or to enforce judgments obtained against such persons in U.S. courts and predicated upon the civil liability provisions of the U.S. federal
securities laws.
In addition, since the United States and Luxembourg are not currently party to a treaty with respect to the mutual recognition and
enforcement of civil judgments, a judgment obtained against a Luxembourg company in the U.S. courts in a dispute with respect to which the parties
have validly agreed that such courts are to have jurisdiction, will not be directly enforced by the courts in Luxembourg. In order to obtain a judgment
which is enforceable in Luxembourg, the claim must be re-litigated before a competent court of Luxembourg. The relevant Luxembourg court will
have discretion to attach such weight to a judgment of the courts of the United States as it deems appropriate based on Luxembourg case law. The
courts of Luxembourg may recognize the binding effect of a final, conclusive and enforceable money judgment of a court of competent jurisdiction
in the United States provided that certain conditions as set forth in Article 678 et seq. of the Luxembourg New Code of Civil Procedure are satisfied.
As a result, even if a favorable judgment is obtained against the Lux Issuer or BP II in the United States, such judgment might not be enforced by
the courts in Luxembourg and may need to be re-litigated in Luxembourg.
We have not presented individual financial statements or summary financial data for each of the guarantors of the Reynolds Notes and
the 2013 Notes (other than RGHL), the Reynolds Notes Issuers, the 2013 Notes Issuers or other members of the RGHL Group and are not
required to do so in the future under the indentures governing the Reynolds Notes and the 2013 Notes.
Other than RGHL and BP I, we have not presented individual financial statements or summary financial data for each of the guarantors
of the Reynolds Notes and the 2013 Notes, the Reynolds Notes Issuers, the 2013 Notes Issuers or other members of the RGHL Group in this annual
report and may not be required to do so in the future under the indentures governing the Reynolds Notes and the 2013 Notes. The absence of such
separate financial statements may make it difficult for holders of the Reynolds Notes and the 2013 Notes to assess the financial condition or results
of operations of the Reynolds Notes Issuers, the 2013 Notes Issuers and the guarantors or their compliance with the covenants in the indentures
governing the Reynolds Notes and the 2013 Notes, as applicable.
Non-U.S. subsidiaries of our U.S. subsidiaries have not and will not guarantee the Reynolds Notes or the 2013 Notes.
Non-U.S. subsidiaries of our U.S. subsidiaries have not and will not guarantee the Reynolds Notes or the 2013 Notes, and the Reynolds
Notes and the 2013 Notes are and will be structurally subordinated to all claims of creditors, including trade creditors, of such non-U.S. subsidiaries.
In addition, any pledge of the securities of any first tier non-U.S. subsidiaries of our U.S. subsidiaries is limited to 100% of their non-voting
capital stock and 65% of their voting capital stock. There is no pledge of the capital stock of any non-U.S. subsidiaries of our U.S. subsidiaries other
than with respect to certain of our first-tier non-U.S. subsidiaries. The Reynolds Senior Secured Notes have not and will not be secured by a pledge
of the assets of any non-U.S. subsidiary of our U.S. subsidiaries. Accordingly, the Reynolds Senior Secured Notes are and will be effectively
subordinated to such non-U.S. subsidiaries' secured liabilities and obligations to the extent of the value of any assets that secure such liabilities
and obligations.
We are not required to reorganize our corporate structure such that any non-U.S. subsidiaries of our U.S. subsidiaries will provide a
guarantee or a pledge of their assets or such that a pledge of 100% of their voting capital stock can be granted.
Certain jurisdictions may impose withholding taxes on payments under the Reynolds Notes or the 2013 Notes and any related guarantees
or security documents or impose foreign exchange restrictions which may alter or reduce the amount recoverable by noteholders.
Payments made under the Reynolds Notes, the 2013 Notes and any related guarantees or security granted by guarantors, security
providers and the issuers in certain jurisdictions may be subject to withholding tax, the amount of which will vary depending on the residency of the
recipient, the availability of double-tax treaty relief and your legal relationship with the relevant guarantor, issuer or security provider. In certain
circumstances holders may be entitled to receive additional amounts in respect of such withholding tax, other than withholding tax imposed or levied
by or on behalf of the United States or any political subdivision or governmental authority thereof or therein having power to tax. In addition,
government or central bank approvals may be required in order for a guarantor, Issuer or security provider organized under the laws of certain
jurisdictions, such as Thailand, to remit payments outside that jurisdiction under its guarantee or security.
In addition, foreign exchange controls applicable in certain jurisdictions may limit the amount of local currency that can be converted into
other currencies, including dollars, upon enforcement of a guarantee or security interest.
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You may face currency exchange risks by investing in the Reynolds Notes or the 2013 Notes.
The Reynolds Notes and the 2013 Notes are denominated and payable in dollars. If you measure your investment returns by reference
to a currency other than dollars, investment in the Reynolds Notes or the 2013 Notes entails foreign currency exchange-related risks due to, among
other factors, possible significant changes in the value of the dollar relative to the currency you use to measure your investment returns, caused
by economic, political and other factors which affect exchange rates and over which we have no control. Depreciation of the dollar against the
currency in which you measure your investment returns would cause a decrease in the effective yield of the Reynolds Notes or the 2013 Notes
below their stated coupon rates and could result in a loss to you when the return on such notes is translated into the currency in which you measure
your investment returns. There may be tax consequences for you as a result of any foreign currency exchange gains or losses resulting from your
investment in the Reynolds Notes or the 2013 Notes. You should consult your tax advisor concerning the tax consequences to you of acquiring,
holding and disposing of the Reynolds Notes or the 2013 Notes.
Our access to capital markets, our ability to enter into new financing arrangements and our business operations could be significantly
impaired if our credit ratings are downgraded.
Downgrades in our credit ratings could adversely affect our ability to access the capital markets and/or lead to increased borrowing costs
in the future, although the interest rates on our current indebtedness would not be affected. Some rating agencies that provide corporate ratings
on us or provide ratings on our debt may downgrade their corporate or debt ratings with respect to us. In addition, perceptions of us by investors,
producers, other businesses and consumers could also be significantly impaired.
Because each guarantor's or security provider's liability under its guarantee or security may be reduced to zero, avoided or released
under certain circumstances, you may not receive any payments from some or all of the guarantors or security providers.
The Reynolds Notes and the 2013 Notes have the benefit of the guarantees of and, with respect to the Reynolds Senior Secured Notes,
security from RGHL, the 2013 Notes Issuers, BP I and certain of its subsidiaries, including the Reynolds Notes Issuers. However, the guarantees
and the security are limited to the maximum amount that the guarantors or the security providers are permitted to guarantee and secure under
applicable law. As a result, a guarantor's or a security provider's liability under a guarantee or in respect of security could be reduced to zero
depending on the amount of other obligations of such entity. Further, under certain circumstances, a court under applicable fraudulent conveyance
and transfer statutes or other applicable laws could void the obligations under a guarantee or in respect of security, or subordinate the guarantee
or security to other obligations of the guarantor or security provider. See - Fraudulent conveyance laws and other limitations on the enforceability
of the Reynolds Notes and the 2013 Notes, the related guarantees and any security securing such notes or related guarantees, may adversely
affect the validity and enforceability of such instruments or the related security securing them.
Furthermore, in 2013 we made certain amendments to our Senior Secured Credit Facilities which had the effect of providing us with
greater flexibility to exclude certain non-U.S. subsidiaries from the collateral and guarantee requirements under the Senior Secured Credit Facilities,
subject to certain conditions. At such time we also released certain of our non-U.S. subsidiaries in Australia, British Virgin Islands, Costa Rica, Hong
Kong, Hungary, Japan and England and Wales from the collateral and guarantee requirements under the Senior Secured Credit Facilities, and as
a result, such subsidiaries no longer guarantee the Senior Secured Credit Facilities and were also released from their respective guarantee of the
Reynolds Notes. The Senior Secured Credit Facilities, as modified, require that our guarantor subsidiaries collectively continue to maintain combined
gross assets of at least 75% of our consolidated total assets and combined EBITDA of at least 75% of our consolidated EBITDA. If we are unable
to meet these minimum guarantee requirements at the end of a fiscal quarter, we would be required to add additional subsidiary guarantors as
necessary to satisfy such requirements. See Item 10. Additional Information Material Contracts.
As a result, an entity's liability under its guarantee or its security, could be materially reduced or eliminated depending upon the amounts
of its other obligations and upon applicable laws. In particular, in certain jurisdictions, a guarantee or security interest granted by a company that
is not in the company's corporate interests or where the burden of that guarantee or security exceeds the benefit to the company may not be valid
and enforceable. It is possible that a creditor of an entity or the insolvency administrator in the case of an insolvency of an entity may contest the
validity and enforceability of the guarantee or security and that the applicable court may determine that the guarantee or security should be limited
or voided. In the event that any guarantees or security are deemed invalid or unenforceable, in whole or in part, or to the extent that agreed limitations
on the guarantee or secured obligation apply, the Reynolds Notes or the 2013 Notes would rank pari passu with, or be effectively subordinated to,
all liabilities of the applicable guarantor, including trade payables of such guarantor.
Relevant local insolvency laws may not be as favorable to you as U.S. bankruptcy laws and may preclude holders of the Reynolds Notes
and the 2013 Notes from recovering payments due.
Certain members of the RGHL Group that are either an issuer or guarantors or security providers (subject to certain exceptions) are
organized under the laws of Austria, Brazil, Canada, Germany, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland or Thailand. The
procedural and substantive provisions of the insolvency laws of these countries may not be as favorable to creditors as the provisions of U.S. law.
In the event that any one or more of the Reynolds Notes Issuers, the 2013 Notes Issuers, the guarantors, security providers, any future
guarantors or security providers or any other of our subsidiaries experience financial difficulty, it is not possible to predict with certainty in which
jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings. Pursuant to the European
Union regulation on insolvency proceedings, any insolvency proceeding with regard to any Reynolds Notes Issuer, 2013 Notes Issuer, guarantor
or security provider located within the European Union would most likely be held in, based on and governed by the insolvency laws of the jurisdiction
of the relevant entity's center of main interests, which will not necessarily be the country in which it is incorporated. We cannot assure you as to
how that regulation will be applied in insolvency proceedings relating to several jurisdictions within the European Union.
Primary note obligations, guarantees and security provided by entities organized in jurisdictions not summarized in this annual report
and, in the case of security governed by the laws of a jurisdiction not summarized in this annual report, are also subject to material limitations
pursuant to their terms, by statute or otherwise. Any enforcement of the primary note obligations, the guarantees and security after bankruptcy or
an insolvency event in such other jurisdictions will possibly be subject to the insolvency laws of the relevant entity's jurisdiction of organization or
other jurisdictions. The insolvency and other laws of each of these jurisdictions may be materially different from, or in conflict with, each other,
24
including in the areas of rights of creditors, the ability to void preferential transfer, priority of governmental and other creditors, ability to obtain post-
petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any
particular jurisdiction's laws should apply, adversely affect your ability to enforce your rights under the guarantees and security in these jurisdictions
and limit any amounts that you may receive.
Most assets of the guarantors guaranteeing the Reynolds Senior Notes are subject to control by creditors with liens securing the Reynolds
Senior Secured Notes and the Senior Secured Credit Facilities. If there is a default, the value of the assets may not be sufficient to repay
the priority creditors and the holders of the Reynolds Senior Notes.
The Reynolds Senior Notes and the 2013 Notes are unsecured but are guaranteed by certain subsidiaries of RGHL. Most of the assets
of the guarantors of the Reynolds Senior Notes and the 2013 Notes are pledged, on a priority basis, for the benefit of the lenders under the Senior
Secured Credit Facilities and for the benefit of the holders of the Reynolds Senior Secured Notes. The indentures governing the Reynolds Notes
and the 2013 Notes, as well as the terms of the Senior Secured Credit Facilities, allow the incurrence of additional senior secured indebtedness in
the future. In the event of an insolvency or liquidation, or if payment under the Reynolds Senior Secured Notes, the Senior Secured Credit Facilities
or any other secured debt is accelerated, the lenders under the Senior Secured Credit Facilities, holders of the Reynolds Senior Secured Notes
and holders of any other secured debt will be entitled to exercise the remedies available to a secured lender under applicable law - in addition to
any remedies that may be available under documents pertaining to the Senior Secured Credit Facilities, the Reynolds Senior Secured Notes or
any other secured debt - and will be paid out of the assets pledged as collateral before these assets are made available to holders of the Reynolds
Senior Notes. In such event, the proceeds from the sale of such assets may not be sufficient to satisfy our obligations under the Reynolds Senior
Notes.
The holders of the Reynolds Senior Notes have fewer rights than the holders of our Designated Senior Indebtedness.
The Reynolds Senior Notes and the related guarantees constitute Senior Indebtedness for purposes of the indenture governing the
2013 Senior Subordinated Notes and, as such, in a liquidation, dissolution or bankruptcy of the Reynolds Notes Issuers or the note guarantors,
holders of the Reynolds Senior Notes and the related note guarantees will be entitled to receive payment in full of such Reynolds Senior Notes and
note guarantees before holders of the guarantees of the 2013 Senior Subordinated Notes are entitled to receive any payment, other than certain
permitted junior securities, in respect of such guarantees.
However, because the Reynolds Senior Notes and related note guarantees do not, unlike the Reynolds Senior Secured Notes and the
Senior Secured Credit Facilities, constitute Designated Senior Indebtedness for purposes of the indenture governing the 2013 Senior Subordinated
Notes, the holders thereof have more rights than the holders of the Reynolds Senior Notes and the 2013 Senior Notes. Thus, holders of the Reynolds
Senior Notes and the 2013 Senior Notes and related note guarantees are not entitled to the benefit of certain provisions in the indenture governing
the 2013 Senior Subordinated Notes relating to the subordination of the 2013 Senior Subordinated Notes that provide rights only to holders of
Designated Senior Indebtedness, not Senior Indebtedness, including, among other things, the benefits of delivering payment blockage notices or
enforcing the turnover provisions of the indenture governing the 2013 Senior Subordinated Notes. Accordingly, holders of the Reynolds Senior
Notes and the 2013 Senior Notes may recover less than holders of Designated Senior Indebtedness as a result thereof.
The Reynolds Senior Notes and related note guarantees rank pari passu in right of payment with the guarantees of the 2013 Senior
Notes, the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities, and in each case, the related guarantees. Therefore, in the
event that a Reynolds Notes Issuer, 2013 Notes Issuer or a related note guarantor becomes a debtor in a U.S. bankruptcy case and in the event
that claims under the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities are not fully secured, claims of holders of the Reynolds
Senior Notes and the 2013 Senior Notes and the related note guarantees will rank pari passu in right of payment with the unsecured portion of
claims of holders of the guarantees of the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities, and, in each case, the related
guarantees.
In addition, in such an event, we expect that claims of holders of the Reynolds Senior Notes and the 2013 Senior Notes and related note
guarantees will be senior in right of payment to the claims of holders of the guarantees of the 2013 Senior Subordinated Notes. However, because
of the differences in the rights of the holders of the Reynolds Senior Notes and the 2013 Senior Notes and the holders of Designated Senior
Indebtedness, there can be no guarantee that a bankruptcy court would enforce the contractual subordination of the 2013 Senior Subordinated
Notes in favor of the Reynolds Senior Notes and the 2013 Senior Notes in the same manner as it would enforce the contractual subordination of
the 2013 Senior Subordinated Notes in favor of the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities.
Holders of the Reynolds Senior Secured Notes may not control certain decisions regarding collateral.
The trustee and collateral agents for the holders of the Reynolds Senior Secured Notes and the administrative agent under the Senior
Secured Credit Facilities have entered into the First Lien Intercreditor Agreement, which provides, among other things, that the lenders under the
Senior Secured Credit Facilities will control substantially all matters related to the collateral that secures the Senior Secured Credit Facilities, which
collateral also secures the Reynolds Senior Secured Notes, and the lenders under the Senior Secured Credit Facilities may direct the collateral
agents to foreclose on or take other actions with respect to such collateral with which holders of the Reynolds Senior Secured Notes may disagree
or that may be contrary to the interests of holders of the Reynolds Senior Secured Notes. In addition, the First Lien Intercreditor Agreement provides
that, to the extent any collateral securing our obligations under the Senior Secured Credit Facilities is released to satisfy such creditor's claims in
connection with such a foreclosure, the liens on such collateral securing the Reynolds Senior Secured Notes will also automatically be released
without any further action by the trustee, collateral agents or the holders of the Reynolds Senior Secured Notes and the holders of the Reynolds
Senior Secured Notes will agree to waive certain of their rights relating to such collateral in connection with a bankruptcy or insolvency proceeding
involving us or any guarantor of the Reynolds Senior Secured Notes. The First Lien Intercreditor Agreement provides that the holders of the Reynolds
Senior Secured Notes may not take any actions to direct foreclosures or take other remedial actions following an event of default under the Senior
Secured Credit Facilities or the Reynolds Senior Secured Notes for at least 90 days and longer if the administrative agent under the Senior Secured
Credit Facilities takes action to direct foreclosures or other actions following such event of default.
After the discharge of the obligations with respect to the Senior Secured Credit Facilities whether on enforcement or repayment (other
than repayment with indebtedness incurred under an agreement designated as a Credit Agreement for the purposes of the First Lien Intercreditor
Agreement), at which time the parties to the Senior Secured Credit Facilities will no longer have the right to direct the actions of any collateral agent
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with respect to the collateral pursuant to the First Lien Intercreditor Agreement, that right passes to the authorized representative of holders of the
next largest outstanding principal amount of indebtedness secured by a first lien on the collateral.
In addition, subject to certain conditions, the security documents generally allow us and our subsidiaries to remain in possession of, retain
exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral. This may impact the type and quality of
the security interest granted in respect of the collateral. In addition, to the extent we sell any assets that constitute collateral, the proceeds from
such sale will be subject to a lien securing the Reynolds Senior Secured Notes only to the extent such proceeds would otherwise constitute collateral
securing the Reynolds Senior Secured Notes under the security documents. To the extent the proceeds from any sale of collateral do not constitute
collateral under the security documents, the pool of assets securing the Reynolds Senior Secured Notes would be reduced and the Reynolds
Senior Secured Notes would not be secured by the proceeds of the sale.
There may not be sufficient collateral to satisfy our obligations under all or any of the Reynolds Senior Secured Notes.
Much of our assets are not and will not be collateral for the Reynolds Senior Secured Notes or our other secured indebtedness and no
appraisals of the fair market value of any assets that are collateral were prepared in connection with the offerings of the Reynolds Senior Secured
Notes. The assets that will be excluded from the collateral include all assets of foreign subsidiaries of our U.S. subsidiaries and a number of real
properties. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers
for the collateral. The book value of our assets may not be indicative of the fair market value of such assets, which could be substantially lower. In
addition, a substantial portion of our assets will not constitute collateral for the Reynolds Senior Secured Notes or our other secured indebtedness.
Accordingly, the value of the collateral securing our indebtedness, including the Reynolds Senior Secured Notes and the Senior Secured Credit
Facilities and our other indebtedness that shares in the collateral, could be substantially less than the aggregate principal amount of our secured
indebtedness. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value or market.
While we do not presently believe the Reynolds Senior Secured Notes or our other secured indebtedness are under-collateralized, the value of the
assets pledged as collateral for the Reynolds Senior Secured Notes or our other secured indebtedness could be impaired in the future as a result
of changing economic conditions in the relevant jurisdictions, changing legal regimes, our failure to implement our business strategy, competition
and other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the proceeds from any sale or liquidation of the
collateral may be insufficient to pay our obligations under the Reynolds Senior Secured Notes or our other secured indebtedness.
Most of the collateral is subject to the prior or equal claims of other creditors which could diminish any recovery from the collateral. Certain
other creditors may have permitted liens which rank prior to the liens of the noteholders in the collateral. In addition, certain other creditors may
have permitted liens which rank junior to the liens of the noteholders in the collateral. The indentures governing the Reynolds Notes and the 2013
Notes also permit us to incur additional indebtedness that may share in the collateral on a senior or equal lien priority basis. Any additional obligations
secured by a lien on the collateral securing the Reynolds Senior Secured Notes, whether effectively or actually senior to or equal with the lien in
favor of the Reynolds Senior Secured Notes, will adversely affect the relative position of the holders of such Reynolds Senior Secured Notes with
respect to the collateral securing such notes. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us,
the proceeds of the enforcement against the collateral will be used first to pay the secured parties under any indebtedness secured on a senior lien
priority basis over the collateral in full before making any payments on the Reynolds Senior Secured Notes and any other indebtedness with an
equal lien on the collateral. Any Reynolds Senior Secured Notes remaining outstanding will be general unsecured claims that are equal in right of
payment with our other unsecured unsubordinated or subordinated indebtedness, as relevant. The presence of junior liens may also impair the
value recoverable from the collateral.
The value of the collateral securing the Reynolds Senior Secured Notes may not be sufficient to secure post-petition interest.
In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against any issuer, guarantor or security provider
located in the United States, holders of the Reynolds Senior Secured Notes will only be entitled to post-petition interest under the U.S. federal
bankruptcy code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the
Reynolds Senior Secured Notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the Reynolds Senior
Secured Notes exceed the fair market value of the collateral securing the Reynolds Senior Secured Notes. As a result, holders of the Reynolds
Senior Secured Notes that have a security interest in collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to
post-petition interest under the bankruptcy code. In addition, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors
will assert that the fair market value of the collateral with respect to the Reynolds Senior Secured Notes on the date of the bankruptcy filing was
less than the then-current principal amount of the Reynolds Senior Secured Notes. Upon a finding by a bankruptcy court that the Reynolds Senior
Secured Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the Reynolds Senior Secured Notes would be
bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral.
Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement for holders of the Reynolds Senior
Secured Notes to receive post-petition interest and a lack of entitlement for holders of the unsecured portion of the Reynolds Senior Secured Notes
to receive other adequate protection under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at
the time of such a finding of under-collateralization, those payments could be re-characterized by the bankruptcy court as a reduction of the principal
amount of the secured claim with respect to the Reynolds Senior Secured Notes. No appraisals of the fair market value of the collateral were
prepared in connection with the offerings of the Reynolds Senior Secured Notes and we therefore cannot assure you that the value of the noteholders'
interest in the collateral equals or exceeds the principal amount of the Reynolds Senior Secured Notes. See There may not be sufficient collateral
to satisfy our obligations under all or any of the Reynolds Senior Secured Notes. In addition, in certain other jurisdictions, holders of Reynolds
Senior Secured Notes may not be entitled to post-petition interest.
The pledge of the securities of our subsidiaries that secures the Reynolds Senior Secured Notes, subject to certain exceptions, will
automatically be released to the extent and for so long as that pledge would require the filing of separate financial statements with the
SEC for that subsidiary. As a result of any such release, the Reynolds Senior Secured Notes could be secured by less collateral than our
other first-lien indebtedness, including the Senior Secured Credit Facilities.
The Reynolds Senior Secured Notes are secured by a pledge of the stock and other securities of certain of our subsidiaries held by the
Reynolds Notes Issuers or the guarantors of the Reynolds Senior Secured Notes. Under the SEC regulations in effect as of the issue date of the
Reynolds Senior Secured Notes, if the par value, book value as carried by us or market value, whichever is greatest, of the capital stock, other
securities or similar items of a subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of any
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one series of the Reynolds Senior Secured Notes then outstanding, such a subsidiary would be required to provide separate financial statements
to the SEC. The indentures governing the Reynolds Senior Secured Notes provide that any portion of the capital stock and other securities of any
of our subsidiaries will be excluded from the collateral to the extent that it exceeds the maximum amount of such capital stock or other security that
can be pledged to secure the Reynolds Senior Secured Notes without causing such subsidiary to be required to file separate financial statements
with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule, except that such exclusion will not apply to shares of BP I at any time.
As a result, holders of the Reynolds Senior Secured Notes could lose a portion or all of their security interest in the capital stock or other securities
of those subsidiaries during that period. We conduct substantially all of our business through our subsidiaries, many of which have capital stock
with a value in excess of 20% of the aggregate principal amount of the Reynolds Senior Secured Notes. Accordingly, the pledge of stock and
securities with respect to each such subsidiary will be limited in value to less than 20% of the aggregate principal amount of the Reynolds Senior
Secured Notes. As a result, holders of the Reynolds Senior Secured Notes could lose a portion or all of their security interest in the capital stock
or other securities of those subsidiaries during that period. It may be more difficult, costly and time-consuming for holders of the Reynolds Senior
Secured Notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon
any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of
such subsidiary. In addition, the lenders under the Senior Secured Credit Facilities are not subject to such limitation and may have security interests
which are substantially more valuable as a result thereof.
The collateral securing the Reynolds Senior Secured Notes may be diluted under certain circumstances.
The collateral that secures the Reynolds Senior Secured Notes, subject to certain limited exceptions, also secures obligations under our
Senior Secured Credit Facilities. In addition, this collateral may secure additional senior indebtedness that we or our restricted subsidiaries incur
in the future, subject to restrictions on our or their ability to incur debt and liens under the indentures governing the Reynolds Senior Secured Notes
and other agreements governing our indebtedness. Your rights would be diluted by any increase in the amount of indebtedness secured by this
collateral.
The collateral is subject to casualty risk.
Even if we maintain insurance, there are certain losses that may be either uninsurable or not economically insurable, in whole or part.
Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any collateral, the insurance proceeds may
not be sufficient to satisfy all of our obligations, including the Reynolds Senior Secured Notes and related guarantees.
Any security granted over collateral might be avoided by a trustee in bankruptcy.
Any security granted over collateral in favor of any collateral agents, including pursuant to security documents delivered after the date of
the indentures governing the Reynolds Senior Secured Notes, might be avoided by the grantor, as debtor-in-possession, or by its trustee in bankruptcy
if certain events or circumstances exist or occur, including, among others, if the grantor is insolvent at the time of granting the security or becomes
insolvent as a result of entering into the security or associated documentation, including a guarantee, or a bankruptcy proceeding in respect of the
security provider is commenced within a specified number of days following the granting of the security.
In the event that the First Lien Intercreditor Agreement is found to be invalid or unenforceable, the liens in favor of a series of Reynolds
Senior Secured Notes in some foreign jurisdictions will not rank pari passu with the liens in favor of the Senior Secured Credit Facilities
and the liens in favor of the rest of the Reynolds Senior Secured Notes.
The security documents that create the liens in favor of the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities with
respect to certain foreign collateral rely on the First Lien Intercreditor Agreement for establishing the relative priorities of the holders of the Reynolds
Senior Secured Notes and the lenders and other secured parties under the Senior Secured Credit Facilities. Because the priority of any series of
Reynolds Senior Secured Notes with respect to such foreign collateral as compared to the other series of Reynolds Senior Secured Notes and the
Senior Secured Credit Facilities depends, in certain instances, on the enforceability of the First Lien Intercreditor Agreement, if the First Lien
Intercreditor Agreement is found to be invalid or unenforceable, the liens in favor of a series of Reynolds Senior Secured Notes, in certain jurisdictions,
will not rank pari passu with the liens in favor of the other series of Reynolds Senior Secured Notes and the Senior Secured Credit Facilities. In
such a situation the claims of the holders of such series of the Reynolds Senior Secured Notes will be effectively subordinated to claims of the
holders of the rest of the Reynolds Senior Secured Notes and the lenders and other secured parties under the Senior Secured Credit Facilities to
the extent of the value of the assets secured by such liens.
Security interests in respect of the collateral may be adversely affected by the failure to perfect security interests in certain collateral
presently owned or acquired in the future.
The security interest in the collateral securing the Reynolds Senior Secured Notes includes assets now owned or, to the extent permitted
by applicable laws, acquired or arising in the future. Applicable law requires that certain property and rights acquired after the grant of a general
security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee
or any collateral agent will monitor, or that we will inform the relevant trustee or any collateral agent of, the future acquisition of property and rights
that constitute collateral, and that the necessary action will be taken to properly create or perfect the security interest in such after-acquired collateral.
Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the Reynolds Senior Secured Notes
against third parties. In addition, we are not required to take certain perfection steps in respect of particular assets, whether owned now or acquired
in the future, in certain jurisdictions for cost or commercial reasons or such perfection steps may only occur at the time of enforcement. For example,
although certain of our trade receivables may be assigned by way of security, we are not required, and do not intend, to notify the obligor of such
receivables of the existence of such security, which may impair the effectiveness of the security interest.
Certain of the jurisdictions where you have the benefit of a security interest in collateral securing the Reynolds Senior Secured Notes do
not have public, or other third-party, registers where liens, pledges or other forms of security interests may be centrally recorded and if they do have
such registers, registration may not be compulsory to protect a secured party's interests or any registration may not be made or, when made, may
not be effective to create priority over other security granted prior to the registration being made. As a result, in these jurisdictions the trustee or
collateral agent must rely on any representations and warranties given by us that there are no liens, pledges or applicable other security interests
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already in place. There can be no assurance that we will accurately inform the relevant trustee or any collateral agent of the status of the collateral
securing the Reynolds Senior Secured Notes and the value of the security interest may be adversely affected thereby.
In addition, in certain jurisdictions security interests created over particular assets can only be perfected by possession of the asset by
the secured party. The terms of the security documents may not require possession to be granted to the secured party until enforcement, meaning
that the security interest will remain unperfected until possession is granted.
Rights of holders of the Reynolds Senior Secured Notes may be adversely affected by bankruptcy proceedings in the United States.
The right of the collateral agents to repossess and dispose of the collateral securing the Reynolds Senior Secured Notes upon acceleration
is likely to be significantly impaired by U.S. federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly
even after any collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as any
collateral agent, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a
debtor, without bankruptcy court approval. Moreover, U.S. bankruptcy law permits the debtor to continue to retain and to use collateral, and the
proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the
secured creditor is given adequate protection. The meaning of the term adequate protection may vary according to circumstances, but it is
intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional
security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of
repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary
powers of a bankruptcy court, it is impossible to predict how long payments under the Reynolds Senior Secured Notes could be delayed following
commencement of a bankruptcy case, whether or when any collateral agent would repossess or dispose of the collateral, or whether or to what
extent holders of the Reynolds Senior Secured Notes would be compensated for any delay in payment of loss of value of the collateral through the
requirements of adequate protection. Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to
repay all amounts due on the Reynolds Senior Secured Notes, the holders of the Reynolds Senior Secured Notes would have undersecured claims
as to the difference. U.S. federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys' fees for undersecured
claims during the debtor's bankruptcy case.
Security providers may own assets outside the respective jurisdictions in which they were formed.
The guarantors, security providers and issuers granting security in respect of the Reynolds Senior Secured Notes may own collateral
located outside the respective jurisdictions in which such guarantors, security providers or issuers were formed. Where this is the case, the relevant
security documents may not purport to create security interests over such collateral. In circumstances where the security documents purport to
create security interests over such collateral, such security interests may not be effective, or the enforcement of such security interests in the
jurisdiction in which the collateral is located may not be possible.
The use of collateral agents may diminish the rights that a secured creditor would otherwise have with respect to the collateral.
In most cases, the collateral will be taken in the name of a collateral agent for the benefit of the holders of the relevant Reynolds Senior
Secured Notes and the relevant trustee. As a result, any collateral agent may effectively control actions with respect to collateral which may impair
the rights that a noteholder would otherwise have as a secured creditor. Any collateral agent may take actions that a noteholder disagrees with or
may fail to take actions that a noteholder wishes to pursue. For example, a collateral agent could decide to credit bid using the value of a noteholder's
secured claim even if such noteholder would not individually have done so.
Furthermore, any collateral agent may fail to act in a timely manner which could impair the recovery of the noteholders.
In addition, in instances where any collateral agent cannot, or it is impractical for it to, hold a security interest, a gratuitous bailee may
hold the security interest for the benefit of the noteholders. The holders will have no rights against any such gratuitous bailee.
The collateral agents may not be able to possess certain collateral on enforcement and may also be prevented from holding security
interests in certain collateral.
Applicable laws may restrict the ability of a foreign entity that holds a security interest in particular collateral from taking possession of
that collateral on enforcement. In addition, certain jurisdictions restrict the ability of foreign entities to hold the benefit of security interests over
certain assets. This may mean that any collateral agent may be unable to benefit from security interests in certain collateral and may also restrict
the ability of such collateral agent to transfer collateral into its name on enforcement.
Intercompany movements of collateral may diminish the assets that serve as collateral and the priority of noteholder liens with respect
to collateral.
We are generally permitted to freely move assets within the RGHL Group subject to certain restrictions. However, not all members of the
RGHL Group are or will be guarantors, security providers or issuers or grant security over the same type of assets. If collateral is transferred to an
entity that is not a guarantor, security provider, or issuer, the interests of the noteholders will cease to be secured by such assets.
If collateral is moved to another entity that is a guarantor, security provider or issuer, the asset may cease to be collateral or your priority
in the asset may be impaired. If a type of collateral is transferred to a guarantor that does not grant security interests or does not grant security
interests with respect to that particular type of asset, then the noteholders will lose the benefit of such collateral. Even if the asset continues as
collateral in the hands of the recipient entity, there may be hardening periods or notification requirements before the security interest becomes
effective or the security interest might not be as beneficial to noteholders as it was in the possession of the transferring entity.
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The Reynolds Senior Secured Notes and the 2013 Notes are subject to complex intercreditor agreements governing the relationship
between numerous creditors with respect to rights to payments and collateral across several jurisdictions, and there is no certainty as
to how or if any court would enforce the intercreditor agreements.
The relationship among the holders of the Reynolds Senior Secured Notes and the 2013 Notes and our other creditors is governed by
two intercreditor agreements. The relationship among the holders of the Reynolds Senior Secured Notes, the lenders and other secured parties
under the Senior Secured Credit Facilities and creditors under any other series of future first lien indebtedness is governed by the First Lien
Intercreditor Agreement which is governed by New York law. The relationship among the holders of the Reynolds Senior Secured Notes and the
lenders and other secured parties under the Senior Secured Credit Facilities on the one hand and the holders of the 2013 Notes on the other hand
is subject to the 2013 Intercreditor Agreement, which is governed by English law.
These intercreditor agreements and the indentures governing the respective notes collectively govern the relationship among certain of
our creditors which are located in several countries and have disparate interests. In addition, they govern creditor rights with respect to payment
obligations from members of the RGHL Group and collateral located in different countries. Due to the complexity of the agreements, there is no
certainty how a court would interpret the interaction among the parties. The complexity may also increase the time required to resolve any disputes
among creditors and may impair or delay any recovery under the Reynolds Notes or the 2013 Notes, as applicable, and related guarantees. Also,
given that the agreements govern matters in several countries, there is no certainty to what extent, if at all, any court would enforce the provisions.
The guarantees of the 2013 Notes are subordinated to secured indebtedness, and in the case of the 2013 Senior Subordinated Notes
senior indebtedness, of the guarantors.
Although the 2013 Notes benefit from guarantees from certain members of the RGHL Group, those guarantees are expressly subordinated
in right of payment to secured indebtedness of the companies providing those guarantees, including indebtedness in respect of the Reynolds Senior
Secured Notes and the Senior Secured Credit Facilities, and in the case of the 2013 Senior Subordinated Notes, the Reynolds Senior Notes. The
subordination provisions in respect of the 2013 Notes are set forth in the 2013 Intercreditor Agreement and the indentures governing the 2013
Notes. Generally, the guarantees of the 2013 Senior Notes are senior subordinated guarantees and are subordinated to the senior guarantees of
the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities. The guarantees of the 2013 Senior Subordinated Notes are subordinated
guarantees and are subordinated to the senior guarantees of the Reynolds Notes and the Senior Secured Credit Facilities, the senior subordinated
guarantees of the 2013 Senior Notes and any other indebtedness that ranks pari passu with such indebtedness. The guarantees of the 2013 Notes
are subordinated to other senior secured indebtedness and holders of Designated Senior Indebtedness, including holders of indebtedness in
respect of the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities. See - The holders of the Reynolds Senior Notes have
fewer rights than the holders of our 'Designated Senior Indebtedness.' The indentures governing the 2013 Notes also permit us to incur certain
additional indebtedness, which may be secured indebtedness. If we, or any member of the RGHL Group that is a guarantor, security provider or a
material company under the Reynolds Senior Secured Notes or the Senior Secured Credit Facilities is declared bankrupt or insolvent, or if there is
a payment default under, or an acceleration of, senior indebtedness under the Reynolds Senior Secured Notes or the Senior Secured Credit Facilities,
BP I and any other member of the RGHL Group that is a borrower, issuer, security provider or guarantor under the Reynolds Senior Secured Notes
and the Senior Secured Credit Facilities will be required to pay the creditors thereunder in full before the 2013 Notes Issuers may use any of our
assets to pay holders of the 2013 Notes. Accordingly, there may not be enough assets to pay holders of the 2013 Notes after paying the holders
of such senior indebtedness. In addition, the creditors in respect of the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities
and the holders of other Designated Senior Indebtedness may prevent a guarantor from making payments to the 2013 Notes Issuers under the
loans of the proceeds of the 2013 Notes in the event of a payment default or for a period of up to 179 days in the case of a non-payment event of
default under such senior indebtedness.
Furthermore, no enforcement action under the guarantees of the 2013 Notes may be taken unless:
holders of Designated Senior Indebtedness have first accelerated that indebtedness or taken certain enforcement action;
certain insolvency events in respect of the guarantors are continuing; or
an event of default under the applicable indenture governing the 2013 Notes has occurred and 179 days or such other applicable
standstill periods have elapsed since notice has been given to the agent under the Designated Senior Indebtedness concerning
such event of default.
The guarantees of the 2013 Notes are subject to release in a variety of circumstances on the terms provided for in the 2013 Intercreditor
Agreement and the indentures governing the 2013 Notes, including in the event of certain enforcement actions taken by the creditors in respect of
the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities.
As a result of the subordination provisions described above, in the event of a liquidation, bankruptcy or other insolvency of a guarantor,
holders of the 2013 Notes may recover less, ratably, than creditors of the guarantors who are holders of Designated Senior Indebtedness.
ITEM 4. INFORMATION ON RGHL.
Corporate Information
RGHL's executive offices are located at Level Nine, 148 Quay Street, Auckland 1010 New Zealand, and its telephone number is 64
(9) 366-6259. We have appointed National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904 as our agent for service
of process in the United States.
History and Development
RGHL was incorporated on May 30, 2006 under the Companies Act 1993 of New Zealand. RGHL acquired its businesses in a series of
transactions between 2008 and 2011.
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In July 2014, RGHL announced it was undertaking a strategic review of its ownership of its SIG, Evergreen and Closures businesses.
This initiative is part of a review and possible reallocation of capital and resources within the Group's business portfolio. The strategic reviews of
Evergreen and Closures are ongoing.
In November 2014, RGHL entered into an agreement to sell SIG to Onex Corporation. The conditions precedent to the closing of the SIG
sale have been satisfied and we anticipate that the closing will occur in mid-March 2015. Accordingly, the results of SIG for all years have been
presented as discontinued operations in the consolidated statements of comprehensive income. In addition, the assets and liabilities related to SIG
as of December 31, 2014 have been presented as assets held for sale and liabilities directly associated with assets held for sale in the consolidated
statement of financial position.
SIG is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, including juices, milk,
soups and sauces. Aseptic carton packaging, most prevalent in Europe and Asia, is designed to allow beverages or liquid food to be stored for
extended periods of time without refrigeration. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines,
aseptic cartons, spouts, caps and closures and related services. SIG has a large global customer base with its largest presence in Europe.
Recent Developments
On February 17, 2015, the RGHL Group announced that it plans to use all of the net proceeds from the sale of SIG, currently estimated
to be $4.15 billion, to redeem or otherwise retire a portion of its senior indebtedness, and in connection therewith, launched asset sale offers, as
required by the indentures that govern its senior notes, at par for certain of its outstanding notes, and premium tender offers for certain notes. On
February 25, 2015, the RGHL Group entered into an amendment to its Credit Agreement to, among other things, remove the requirement that a
pro rata portion of the net proceeds from the sale of SIG be used to prepay the term loans under the Credit Agreement and to increase the margin
on the term loans (such changes to be effective upon the receipt of such net proceeds) so that all such net proceeds can be used in connection
with such asset sale offers and premium tender offers.
Business Overview
Overview
We are a leading global manufacturer and supplier of consumer food, beverage and foodservice packaging products. We are one of the
largest consumer food, beverage and foodservice packaging companies in the United States, as measured by revenue, with leading market positions
in many of our product lines based on managements analysis of industry data. We sell our products to customers globally, including to a diversified
mix of leading multinational companies, large national and regional companies, and small local businesses. We primarily serve the consumer food,
beverage and foodservice market segments.
For a discussion of financial results by segment for each of the last three financial years, see Item 5. Operating and Financial Review
and Prospects Results of Operations and for a discussion of our capital expenditures for each of the last three financial years, see Item 5.
Operating and Financial Review and Prospects Liquidity and Capital Resources Capital Expenditures.
Evergreen
Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and
milk markets. Fresh carton packaging, most predominant in North America, is primarily used for beverages that require a cold-chain distribution
system. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen
produces liquid packaging board for its internal requirements and to sell to other fresh beverage carton manufacturers. Evergreen also produces
paper products, including coated groundwood primarily for catalogs, inserts, magazine and commercial printing, and uncoated freesheet primarily
for envelope, specialty and offset printing paper. Evergreen has a large customer base and operates primarily in North America. The following tables
show total segment revenue by product group and revenue by geographic region for Evergreen for each of the years ended December 31, 2014,
2013 and 2012:
Revenue by product group

(In $ million) 2014 2013 2012
Carton Packaging 848 842 815
Liquid Packaging Board 470 444 449
Paper Products 394 380 421
Total 1,712 1,666 1,685
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Revenue by geographic region
(In $ million) 2014 2013 2012
United States 1,522 1,478 1,500
Remaining North American Region 43 46 50
Asia 147 142 135
Total 1,712 1,666 1,685
History
Evergreen's predecessor was established in 1946 when International Paper Company ("IP") entered the beverage packaging business
by acquiring Single Service, Inc. Over the years, the business was responsible for many breakthroughs in beverage carton packaging, including
the introduction of PE coated cartons and barrier board technology. IP's Bev Pack Business included fresh beverage converting facilities, a fresh
filling machine manufacturing facility and the Pine Bluff, Arkansas mill. In January 2007, IP's Bev Pack Business was acquired indirectly by Mr.
Graeme Hart, our strategic owner, and renamed Evergreen. In July 2007, Evergreen acquired Blue Ridge Paper Products, Inc., an independent
manufacturer of beverage packaging products. The Blue Ridge business included fresh beverage converting facilities and the Canton, North Carolina
mill.
Total Packaging Solution
Evergreen employs a business model that we refer to as Total Packaging Solution, which is based on providing Evergreen's customers
with a single source for all of their fresh beverage carton packaging requirements. Fresh carton sleeves can be used with Evergreen's fresh filling
machines, as well as other fresh filling machines. Carton packaging sales represented 50% of Evergreen's revenue in 2014 and are sold under
multi-year and shorter term contracts.
Carton Packaging
Evergreen produces and sells fresh carton sleeves and supplies spouts, caps and closures. During the filling process, the sleeve is
opened, sealed at the base, filled with the beverage products and then sealed at the top of the carton. Fresh carton sleeves can be used for a variety
of beverages including liquid dairy drinks, such as regular and flavored milk, and non-carbonated soft drinks, such as fresh juice, fruit-based drinks
and iced tea. Fresh cartons are also used for food items, such as liquid eggs, and for non-food items, such as liquid detergents and softeners.
Evergreen has developed a variety of packaging solutions to help beverage manufacturers differentiate their products and generate
stronger brand recognition. The application of high-definition, multi-color, printed designs to the cartons gives customers the ability to differentiate
their products. Furthermore, Evergreen's barrier board technology allows its customers to achieve longer shelf life for their products as well as
protect against the loss of vitamins and other nutrients.
Evergreens fresh filling machines use fresh carton sleeves to produce and fill fresh carton packaging. Evergreen offers its customers a
variety of filling machine models with different capabilities, which can be reconfigured for different package volumes, providing its customers with
flexibility in their manufacturing processes. Evergreens fresh filling machines may be sold directly to customers or sold to a third-party finance
company, which then leases the filling machines to customers.
Liquid Packaging Board
The production of liquid packaging board at Evergreen's mills in Pine Bluff, Arkansas and Canton, North Carolina allows Evergreen to be
a vertically integrated producer of fresh cartons. Evergreen's Pine Bluff and Canton mills produce multiple grades of liquid packaging board, both
PE coated and uncoated, for fresh cartons. Evergreen's liquid packaging board products can be broadly grouped into three categories: PE coated
liquid packaging board; PE coated / co-extruded liquid packaging board (also known as barrier board); and uncoated liquid packaging board. In
addition, Evergreen's mill in Canton produces cupstock for the manufacture of hot and cold cups as well as ovenable trays for the frozen food market
as an alternative to plastic trays.
Paper Products
Evergreen also offers a range of paper products, including coated groundwood, which is used in catalogs, inserts, magazine and commercial
printing, and uncoated freesheet primarily for envelope, specialty and offset printing paper.
Customers
Evergreen's customer base includes international companies, large national and regional customers and smaller local businesses, with
its largest presence in North America. Many of Evergreen's customer sales contracts are index-based, allowing for the pass-through of input cost
movements on a quarterly to annual basis. In 2014, Evergreen's top ten customers accounted for 36% of the segment's net revenue, and no single
customer accounted for more than 10% of the segment's net revenue.
The Pine Bluff and Canton mills' aggregate liquid packaging board production is used by Evergreen's fresh carton packaging business
and is also sold to external fresh carton converting customers, with whom Evergreen generally has long-standing relationships. In addition, Evergreen
sells liquid packaging board to Pactiv Foodservice and other customers, who produce ovenable trays and cupstock.
Evergreen's coated groundwood customers consist primarily of catalog and magazine publishers. Evergreen's uncoated freesheet
customers consist primarily of envelope converters, specialty paper producers and commercial printers. Evergreen sells both directly and through
paper brokers in the coated groundwood and uncoated freesheet markets.
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Competition
Evergreen operates primarily in markets with a limited number of key global competitors. The fresh carton market is fairly consolidated.
We believe Evergreen is the only major market participant that provides vertically integrated liquid packaging board as well as complete fresh carton
packaging systems consisting of cartons, filling machines and spouts. We believe Evergreen is the largest participant in the fresh carton packaging
market measured by volume based on our analysis of industry data.
We believe Evergreen is the largest producer of liquid packaging board for fresh cartons based on our analysis of industry data. Evergreen
is a relatively small producer of coated groundwood within a concentrated North American coated papers market. Evergreen is also a small producer
of uncoated freesheet within a concentrated market. Evergreen also competes in the cupstock and ovenable packaging board markets.
Changes within the paper industry have occurred and may continue to occur that may adversely affect our business and financial
performance. These changes include the consolidation of producers of products that compete with us, consolidation within the distribution channels
for our products, and the reduced demand for products made by some of our products, including magazines, catalogs and envelopes.
Marketing and Sales
Evergreen's sales and marketing staff coordinates and performs all customer interaction activities, including sales, marketing and technical
services. Evergreen reaches its large and diversified customer base primarily through a direct field sales force.
Evergreen's customer service representatives are responsible for processing sales orders, expediting production and liaising with
customers on order status. Machine service technicians, paper technicians and field service engineers work closely with key account managers to
satisfy customers' needs.
Evergreen has a marketing and new product development team focused on leveraging its Total Packaging Solution model and creating
new, value-added products in current and adjacent markets.
Seasonality
Evergreen's operations are moderately seasonal. Evergreen's customers are principally engaged in providing products that are generally
less sensitive to seasonal effects, although Evergreen does experience some seasonality as a result of increased consumption of milk by school
children during the North American academic year. Evergreen therefore typically experiences a greater level of carton product sales in the first and
fourth quarters when North American schools are in session.
Manufacturing
Evergreen operates two integrated pulp and paper mills in North America and ten sleeve production plants globally, including six in the
United States, three in East Asia and one in Latin America. Evergreen also jointly controls three joint ventures in the Middle East/North Africa.
Evergreen's manufacturing operations primarily consist of production of paper and packaging cartonboard, manufacturing and assembly of filling
machines and parts and production of fresh carton sleeves that are used with its machines to create fresh carton containers for its customers'
beverage products. Fresh carton sleeves are also shipped to Evergreen's customers for filling.
Evergreen outsources to Closures and to external manufacturers its production of spouts, caps and closures, which are manufactured
to Evergreen's design and specifications. Evergreen has exclusive supply contracts with Closures and external manufacturers.
Manufacture and assembly of fresh filling machines takes place at Evergreens manufacturing facilities in Cedar Rapids, Iowa, and
Shanghai, China. Evergreens filling machines are mainly utilized to fill cartons of non-carbonated soft drinks, such as juice and juice drinks, and
liquid dairy products. Evergreen manufactures and outsources components used in the production of its fresh filling machines. The majority of
Evergreens manufacturing suppliers are located near the Cedar Rapids facility. In addition, Evergreen sources some components from China.
Mills
Evergreens mills are vertically integrated pulp and paper manufacturing facilities that have their own power generation plant, bleached
hardwood and softwood kraft pulp lines and extrusion capabilities. The Pine Bluff mill houses one liquid packaging board machine and one coated
groundwood machine. In addition, the Pine Bluff mill has a groundwood pulp line to supply the coated groundwood machine. The Canton mill houses
one liquid packaging board machine and three uncoated freesheet machines.
Raw Materials and Suppliers
In 2014, the total value of raw materials consumed by Evergreen was $618 million and represented 46% of Evergreen's total cost of sales,
excluding depreciation and amortization and excluding the effects of the multi-employer pension plan withdrawal liability as described in Evergreen's
current year cost of sales discussion in "Item 5. Operating and Financial Review and Prospects - Results of Operations."
Evergreen internally sources its liquid packaging board requirements from its paper mills in Pine Bluff and Canton. To produce cartonboard
at its mills, Evergreen sources wood and resin from a variety of North American suppliers. We believe Evergreen's relationships with its suppliers
are satisfactory.
The prices of Evergreens raw materials fluctuate in conjunction with market movements in commodities. Raw wood and wood chips are
typically purchased from sources close to the mills, and as a result, prices are established based on local conditions. Potential price fluctuations
can occur due to poor weather conditions or insect infestation, but are infrequent due to the techniques and practices of lumber extractors. Resin
prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for
other petroleum-based products. In order to minimize the impact of price fluctuations, Evergreen uses price hedging arrangements for purchases
of energy and single and multi-year agreements that provide for fixed prices or prices that escalate based on inflation or published index movements.
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Evergreen manages its relationships with suppliers through a central supply-procurement system, which ensures that Evergreen receives
a continuous supply of materials using vendor-managed inventory and consignment stocking. Evergreen reviews supplier developments in regular
business review meetings.
Quality Management
Meeting customers' complex requirements and technical specifications requires a strong commitment to quality and attention to detail.
Evergreen is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the production process
through the involvement of management, customers and employees. Evergreen uses a stringent technique of hazard analysis and critical control
points to identify critical aspects of quality management, as well as methods and tools to identify key areas for improvement that result in a reduction
of waste and downtime, at all of Evergreen's facilities and those of its customers.
Intellectual Property
Evergreen has a portfolio of several hundred registered patents and registered trademarks. Evergreen uses internal and external resources
to manage its intellectual property portfolio and, where appropriate, defends its intellectual property rights throughout the world. Evergreen also
relies on unpatented proprietary know-how and trade secrets and employs various methods including confidentiality agreements with employees
and consultants to protect its intellectual property. Additionally, Evergreen has licensed, and may license in the future, patents, trademarks, trade
secrets and similar intellectual property to third parties. Evergreen attempts to contractually ensure that its intellectual property and similar proprietary
rights are protected when entering into business relationships. While in the aggregate Evergreen's patents are of material importance to Evergreen's
business, Evergreen believes that its business is not dependent upon any single patent or group of related patents.
Other than licenses for commercially available software, Evergreen does not believe that any of its licenses from third parties are material
to its business taken as a whole. Evergreen does not believe that any of its licenses to intellectual property rights granted to third parties are material
to its business taken as a whole.
New Product Development
Evergreen's product innovation aims to deliver new packaging products for both customers and end-use consumers and to generate a
percentage of future revenue from new products. The innovation process follows a traditional stage gate development process. One of Evergreen's
primary competitive advantages in fiber-based cartons is offering a total system solution from board manufacture to efficient filling machines.
Therefore, new carton product design teams include expertise from equipment, converting, the mills and often closures. A key focus for innovation
is leveraging leading board and barrier technologies to adjacent markets, such as liquid eggs and fabric softener.
Employees
As of December 31, 2014, Evergreen employed approximately 3,900 people. A significant number of Evergreen's employees are covered
by collective labor agreements. Evergreen has had no history of significant union-related work stoppages. We believe Evergreen's relationships
with its employees and labor unions are satisfactory.
Regulatory
As Evergreen's products are used in food and beverage packaging, Evergreen's business is subject to regulation governing products that
may contact food in virtually every country in which it has operations. Future regulatory and legislative change can affect the economics of its
business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and
services to its customers. Evergreen has adopted compliance programs and procedures designed to achieve compliance with applicable laws and
regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and regulations,
variance in production inputs and efficiencies, and the global scope of business, compliance cannot be guaranteed.
Evergreen is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. Among other things,
these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and
management of hazardous substances and wastes, protect the health and safety of Evergreen's employees, regulate the materials used in and the
recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of
hazardous substances, including releases by prior owners or operators of Evergreen's locations and releases at sites formerly owned or operated
by Evergreen.
Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are
expected to continue to respond, with increased legislation and regulations, which could negatively affect Evergreen. For example, the United States
Congress has considered legislation to reduce emissions of carbon dioxide and other greenhouse gases. Similarly, the EPA is regulating certain
greenhouse gas emissions under the federal Clean Air Act. These and other initiatives may cause Evergreen to incur additional direct costs in
complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs
resulting from Evergreen's suppliers, customers, or both, incurring additional compliance costs that could get passed through to Evergreen or impact
product demand.
Evergreen has been addressing issues associated with its wastewater discharges into the Pigeon River from the Canton mill. In April
2012, Evergreen entered into a settlement agreement with various parties who had challenged Evergreen's permit, which settlement agreement
requires Evergreen to perform various tests on the river water. Evergreen has conducted all of the required testing to date and expects to be able
to continue to comply with such settlement agreement.
In 2009, North Carolina issued an emergency change in the maximum arsenic ambient air level, which effectively allowed the state to
reopen limits established in existing air permits. The biomass boiler at the Canton mill, which is partially fueled by coal, did not comply with the new
level. In January 2011, Evergreen signed a Special Order by Consent issued by the North Carolina regulatory authorities, which required Evergreen
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to take certain actions to bring the biomass boiler into compliance with the new arsenic level, and potentially to make certain upgrades to the boiler.
However, after further scientific study, the state's air quality department recommended that the state increase the acceptable ambient air levels for
arsenic. The proposed ambient air levels became effective in 2014. Evergreen plans to file a request with the state's air quality department to
terminate the Special Order by Consent.
In addition, the EPA is continuing the development of other new standards and programs that may be applicable to Evergreen's operations.
In December 2012, the EPA finalized its rules regulating air emissions from industrial boilers and process heaters, commonly referred to as Boiler
MACT. Evergreen currently estimates capital costs to comply with the final Boiler MACT rules will be between $31 million and $46 million;
approximately $29 million to $44 million of such costs will be spent in connection with the boiler at its Canton, North Carolina mill and $2 million in
costs will be incurred in connection with a boiler at its Pine Bluff, Arkansas mill. Evergreen expects to incur the Canton costs by 2019 and the Pine
Bluff costs by 2016. Evergreen does not expect the Boiler MACT rules to have a material adverse effect on its business or the expenditures needed
to achieve compliance to significantly increase the RGHL Group's capital expenditures during these periods.
Legal Proceedings
Evergreen is a party to various litigation matters, including environmental matters, arising in the ordinary course of business. We cannot
estimate with certainty the ultimate legal and financial liability with respect to these litigation and environmental matters but believe, based on
examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Evergreen's financial
position, results of operations or cash flows.
Closures
Closures is a leading manufacturer of plastic beverage caps and closures, primarily serving the carbonated soft drink, non-carbonated
soft drink and bottled water segments of the global beverage market. Closures' products also serve the liquid dairy, food, beer and liquor, and
automotive fluid markets. In addition to supplying plastic caps and closures, Closures also offers high speed rotary capping equipment, which
secures caps on a variety of packaging, and related services. Closures has a large global customer base with its largest presence in North America.
The following table shows total segment revenue by geographic region for Closures for each of the years ended December 31, 2014,
2013 and 2012:

(In $ million) 2014 2013 2012
United States 385 354 363
Europe 198 263 255
Asia 264 262 281
South America 170 177 204
Total 1,128 1,191 1,237
History
Closures has been supplying caps and closures since its inception in the 1930s as part of Alcoa's packaging business. Closures started
developing aluminum closures primarily for the food industry and continued to develop its manufacturing capabilities through the 1940s and 1950s.
In the 1960s, Closures introduced the first resealable aluminum roll-on closure for the beer and soft drink industries. In 1986, Closures acquired H-
C Industries, which had developed a patented compression molding process to make plastic closures for carbonated soft drinks. Throughout the
1990s and 2000s, Closures continued to develop innovative closure solutions such as spout fitments for gable top juice containers and hot-fill
closures for sports drinks and entered the Asian, European and South American markets during this period. In 2008, Closures was acquired indirectly
by Mr. Graeme Hart, our strategic owner. On February 1, 2010, Closures purchased Obrist Americas, Inc., a U.S. manufacturer of plastic non-
dispensing screw closures for carbonated soft drinks and water containers. The acquired company was renamed Closure Systems International
Americas, Inc. In January 2014, we sold Closure's aluminum business in Germany for $26 million, resulting in a gain on sale of $13 million. The
consideration was received in the form of a note receivable.
Global Packaging Solution
Closures employs a business model, which we refer to as the Global Packaging Solution, through which it provides complete closure
solutions to its customers. As the only major global provider of beverage caps and closures, as well as high speed rotary capping equipment and
related services, we believe this model differentiates Closures from its competitors and positions it as a supplier of choice for customers throughout
the world. Closures' operations are strategically located in geographic proximity to its customers and are focused on providing innovative closure
solutions, quality products, capping equipment and services to its customers, designed to reduce their overall cost of operations.
Caps and Closures
Closures' caps and closures can be used for a variety of beverages, including carbonated soft drinks, non-carbonated soft drinks, bottled
water, juices and sports drinks, which are primarily filled in PET containers and require a plastic closure. In addition, Closures' caps and closures
can be applied to seal high density PE containers and glass containers. Closures has also been able to take advantage of the increasing use of
plastic caps and closures in the food, dairy and alcoholic beverages markets. Closures' customer relationships have enabled it to expand its core
beverage caps and closures product offering through the development of higher margin, customized closure solutions. Closures' mini-closures
platform of products is sold in all of its major markets, which provides customers with reduced packaging costs, increased sealing technologies,
seal integrity and easy-open confidence. Closures' caps and closures are sold mostly under multi-year contracts.
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Capping Equipment and Services
Closures is a global leader in beverage capping equipment. In addition, Closures can provide customized cap handling and application
systems specifically tailored to customer needs. Closures builds capping machinery for a wide range of cap and closure applications and production
and process environments, offering innovative system solutions for cold-fill, hot-fill and aseptic-fill applications.
In addition to the original capping systems equipment, Closures also supplies its customers with replacement parts through its global
spare parts network and online store, as well as technical service through a team of technicians strategically located in geographic proximity to its
customers. Closures provides capping machine services both before and after a capping machine placement to help customers improve productivity.
These services include retooling programs, quick-change capping conversion, training services, troubleshooting and machine upgrades, on-site
capping inspections and line efficiency improvements.
These products and services are designed to deliver a comprehensive system of customer value and reliability, enabling Closures'
customers to improve the productivity of their capping machines, which may result in increased caps and closures sales. Closures' emphasis on
service leads to strong customer loyalty which may provide Closures with a competitive advantage.
Customers
Closures customer base includes international companies as well as large national and regional companies primarily in the beverage
and consumer product industries. Where appropriate, Closures manages its customer relationships with large beverage companies at both the
parent company and the local bottler levels. This approach allows Closures to foster relationships at the various purchasing decision points, thereby
minimizing its exposure to any one particular contract and enabling it to understand the developing requirements of beverage customers. Many of
Closures' customers have been customers for over 20 years. Closures also produces caps and closures for Evergreen and SIG. In 2014, Closures
top ten customers accounted for 26% of the segments gross revenue, and no single customer accounted for more than 10% of the segments gross
revenue.
The majority of Closures' revenue is derived from multi-year contracts. Many of Closures' customer sales contracts contain price
adjustments based on changes in resin prices which allows Closures to pass through varying degrees of the changes in resin prices to its customers.
In addition, an increasing number of Closures' customer sales contracts also contain inflationary price adjustments. Where possible, Closures seeks
to stagger the expiration dates of its contracts to avoid the need to renew several large contracts at the same time.
Competition
The global caps and closures market is highly fragmented, with Closures being one of only a few global participants. Most competitors
are either local or regional companies primarily supplying only one region of the world. In certain regions, especially in emerging markets, an
increasing number of bottlers are self-supplying closures through self-manufacturing caps and closures. These competitive pressures may adversely
affect Closures business and financial performance. We believe Closures benefits from its proximity to clients, stringent product specifications
demanded by its multinational client base, and its ability to provide integrated closure system solutions. Closures also competes by offering strong
product design capabilities, leading technology innovation, speed of product delivery, value-added features and cost competitiveness.
Marketing and Sales
Closures reaches its customer base primarily through a direct field sales organization. Closures' sales teams are principally organized
by region and are supported by global marketing teams that are focused on each of its core and growth markets such as carbonated soft drink,
non-carbonated soft drink, bottled water, liquid food, dairy and alcoholic beverage.
We believe Closures is the only global supplier of a completely integrated closures solution by offering both caps and closures and capping
equipment. This provides a strategic advantage for Closures as both its sales professionals and service technicians have the ability to solicit real-
time feedback and provide Closures with insight on global cap and closure operations, consumer trends and competitor products. We believe this
flow of shared knowledge between equipment sales, cap and closure sales and equipment service personnel helps Closures effectively develop
and manufacture high quality, innovative products that meet the needs of its customers.
Seasonality
Closures' operations are moderately seasonal. Closures experiences some seasonality as a result of increased consumption of bottled
beverages during the summer months. In order to avoid capacity shortfalls in the summer months, Closures' customers typically begin building
inventories in advance of the summer season. Therefore, Closures typically experiences a greater level of closure sales during the second and third
quarters.
Manufacturing
Closures operates 27 manufacturing locations worldwide, including five facilities in North America, seven in Asia, six in South America,
five in Europe and four in the Middle East.
Caps and Closures
Closures manufactures caps and closures at all of its manufacturing facilities globally. Closures' global operations enable it to service its
broad global customer base. Closures manufactures its own proprietary compression molding equipment, which allows Closures to quickly increase
manufacturing capacity as demand grows. Closures' facilities manufacture caps and closures utilizing this compression molding technology, as well
as injection molding and metal stamping processes, depending on the customers needs. Using this manufacturing approach, Closures manufactures
a broad range of sealing solutions such as molded in-shell liners, disc liners, induction and conduction seals as well as tamper evidence bands.
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Capping Equipment
Closures' capping equipment is manufactured globally at four locations in Germany, Japan, China and the United States. Equipment
produced in Germany is primarily supplied to Europe, Africa, the Middle East and some countries in Asia, while equipment made in Japan is primarily
sold in Japan, China and other Asian countries. Equipment manufactured in China is sold only in China. U.S. manufactured equipment is primarily
sold in North, South and Central America.
Closures' principal raw materials are resin, colorant and aluminum. In 2014, the total value of raw materials purchased by Closures was
$598 million, with the majority of raw materials being plastic resins. In 2014, total raw materials represented 67% of Closures total cost of sales,
excluding depreciation and amortization.
Closures' centralized purchasing function enables it to leverage its global purchasing power and reduce dependency on any one supplier.
Closures takes advantage of regional and local suppliers for indirect materials and services to ensure the lowest total cost of ownership. Closures
sources its raw materials from a variety of suppliers, many of which are global. It maintains two to three suppliers for most inputs. Closures typically
has one year contracts with key resin, colorant and aluminum suppliers. We believe that the pricing terms under these contracts are consistent with
the terms available in the market, and Closures has not historically experienced significant supply interruption of any key raw materials. We believe
Closure's relationships with its suppliers are satisfactory. Closures has relationships spanning more than ten years with a majority of its top suppliers.
To mitigate the volatility of resin prices, the majority by volume of Closures' customer sales contracts contain price adjustments based on
changes in resin prices which allows Closures to pass through varying degrees of the changes in resin prices to its customers. Contractual price
adjustments with customers do not occur simultaneously with actual resin purchase price fluctuations, but rather on a monthly, quarterly, semi-
annual or other basis. In certain instances, Closures has also been able to negotiate raw material price adjustments with customers not subject to
these clauses.
In addition, to further minimize the impact of price fluctuations of raw materials, Closures enters into hedging agreements for some resin
purchases. Closures also enters into hedging agreements at the request of certain customers who want to mitigate the risk of changes in raw material
costs in their purchase pricing.
Quality Management
Meeting customers' complex requirements and technical specifications requires a strong commitment to quality, customer service, process
controls and reliability. Closures maintains technology centers around the world that are focused on product engineering, testing and design. In
addition, we believe Closures has unique testing capabilities through its laboratories located around the world that are fully accredited by major
global beverage manufacturers. Closures also uses pilot bottling line equipment to simulate customer filling and capping operations in order to
facilitate real world product testing prior to customer line trials. This provides a key advantage for Closures, as large customers can leverage Closures'
testing capabilities and avoid the need to perform their own independent product testing.
Closures' production facilities employ efficient, technologically advanced manufacturing capabilities. In addition, each facility offers reliable
customer service, timely delivery and quality performance.
Closures has hundreds of registered patents and registered trademarks which, along with trade secrets and manufacturing know-how,
help support Closures' ability to add value within its market and sustain its competitive advantages. Closures carefully monitors its patents and
trademarks on its products and processes and, where appropriate, defends its intellectual property rights throughout the world. While in the aggregate
Closures' patents are of material importance to Closures' business, Closures believes that its business is not dependent upon any single patent or
group of patents.
Closures invests a considerable amount of resources in developing its proprietary products and manufacturing capabilities and employs
various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect its intellectual
property. Additionally, Closures has licensed, and may license in the future, patents, trademarks, trade secrets and similar intellectual property to
third parties. Closures attempts to contractually ensure that its intellectual property and similar proprietary rights are protected when entering into
business relationships.
Other than licenses for commercially available software, Closures does not believe that any of its licenses from third parties are material
to its business taken as a whole. Closures does not believe that any of its licenses to intellectual property rights granted to third parties are material
to its business taken as a whole.
New product innovation is a key component of Closures' growth strategy. Closures' new product development process is based on a
fundamental understanding of the interactions between product design, materials of construction and manufacturing and application processes.
Key trends driving new product development include cost reduction, product integrity preservation, tamper evidence enhancement, increased brand
equity and promotion and consumer functionality. As an example, Closures' mini-closure platform of products, which significantly reduces raw
material costs without sacrificing product performance, has been introduced in all of its major markets. In addition, Closures has been a leading
innovator in the development of tamper evidence beverage caps and closures and has launched new closures with enhanced tamper evidence.
Furthermore, Closures has been a leading innovator in the development of one piece beverage closures, which provide customers with an alternative
high performance design that can be manufactured in one resin material, while retaining similar performance characteristics to closures using two
materials. Research and development costs were $11 million, $14 million and $14 million for each of the years ended December 31, 2014, 2013
and 2012, respectively.
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Employees
As of December 31, 2014, Closures employed approximately 3,300 people. A significant portion of Closures' employees in Japan, Mexico
and South America are members of labor unions. In addition, some of Closures' employees in Europe are represented by works councils. Closures
has not experienced any significant union related work stoppages over the last 20 years. We believe Closures' relationships with its employees,
labor unions and work councils are satisfactory.
Regulatory
As Closures' products are used in food and beverage packaging, Closures' business is subject to regulation governing products that may
contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the economics of Closures'
business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and
services to its customers. Closures has implemented compliance programs and procedures designed to achieve compliance with applicable laws
and regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and
regulations and the global scope of business, compliance cannot be guaranteed.
Closures is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. Among other things,
these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and
management of hazardous substances and wastes, protect the health and safety of Closures' employees, regulate the materials used in and the
recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of
hazardous substances, including releases by prior owners or operators of Closures' locations and releases at sites formerly owned or operated by
Closures.
expected to continue to respond, with increased legislation and regulation, which could negatively affect Closures. For example, the United States
Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions
under existing laws such as the Clean Air Act. These initiatives may cause Closures to incur additional direct costs in complying with any new
environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from its
suppliers, customers, or both incurring additional compliance costs that could get passed through to Closures or impact product demand.
Legal Proceedings
Closures is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate
legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and
discussions with counsel, that any ultimate liability will not be material to Closures' financial position, results of operations or cash flows.
Reynolds Consumer Products
Reynolds Consumer Products is a leading U.S. manufacturer of branded and store branded consumer products such as aluminum foil,
wraps, waste bags, food storage bags and disposable tableware and cookware. These products are typically used by consumers in their homes
and are sold through a variety of retailers. Reynolds Consumer Products sells many of its products under well known brands such as Reynolds and
Hefty, and also offers store branded products. Reynolds Consumer Products has a large customer base and operates primarily in North America.
Virtually all revenue for Reynolds Consumer Products comes from the U.S. The following table shows total segment revenue by product group for
Reynolds Consumer Products for each of the years ended December 31, 2014, 2013 and 2012:

(In $ million) 2014 2013 2012
Waste and Storage 1,208 1,056 1,027
Cooking 956 913 855
Tableware 714 739 739
Total 2,878 2,708 2,621
History
Our Reynolds Consumer Products business is primarily the result of combining our Reynolds aluminum foil business and our Hefty waste
bag, food bag and tableware business. Reynolds Metals Company was founded in 1919 as the U.S. Foil Company. In 1926, the company began
producing aluminum foil for packaging. In 1947, the company introduced its most famous product, Reynolds Wrap Aluminum Foil. The store branded
plastic wraps, bags and container business was founded in 1961 under the Presto name and was acquired by Reynolds Metals Company in 1988.
In 2000, Alcoa merged with Reynolds Metals Company. In 2008, the Reynolds consumer products business was acquired indirectly by Mr. Graeme
Hart, our strategic owner.
Our Hefty business was developed by Mobil Plastics in the 1960s, starting with its best known product, the Hefty waste bag, and adding
other plastic and aluminum products over time. In 1995, Tenneco Packaging Inc. acquired Mobil Plastics. In November 1999, Tenneco Packaging
Inc. (which was renamed Pactiv Corporation) was spun-off to Tenneco Inc.s stockholders. In November 2010, we acquired Pactiv and integrated
the Hefty consumer products and Reynolds consumer products businesses to form our Reynolds Consumer Products segment.
In November 2013, the RGHL Group acquired 100% of the outstanding shares of Trans Western Polymers, Inc. ("Trans Western"). The
aggregate purchase price was $72 million, net of debt assumed of approximately $21 million, which was repaid by the RGHL Group after the
acquisition. Trans Western is a manufacturer of waste and storage plastic bags and is reported in the Reynolds Consumer Products segment.
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In June 2014, Reynolds Consumer Products acquired the North American foil products business of Novelis Inc. ("Novelis Foil Products")
for $30 million. This business, which includes foil manufacturing plants and offices in Toronto, ON, and Vancouver, BC, sells consumer foil products
(primarily under the ALCAN brand) in Canada and aluminum containers in Canada and the U.S. Novelis Foil Products also manufactures products
for Pactiv Foodservice.
Products
Reynolds Consumer Products' portfolio of products consists of three product groups: waste and storage products; cooking products; and
tableware products. These products are typically used by consumers in their homes and are sold through a variety of retailers, including grocery
stores, mass merchandisers, warehouse clubs, drug stores, discount chains and military channels.
Waste and Storage
Waste and storage products includes branded and store branded plastic waste bags, food storage bags and wraps, and the branded
products are sold under such brand names as Hefty Baggies, Hefty Slider Bags, Hefty Cinch Sak, Hefty The Gripper, Kordite, and
Hefty Odor Block.
Cooking
Cooking products includes branded and store branded aluminum foil and disposable cookware, and the branded products are sold under
the Reynolds and Hefty E-Z Foil brands in the United States, under the Diamond brand internationally and under the ALCAN brand in Canada.
We believe Reynolds Consumer Products, with its flagship Reynolds Wrap products, holds the number one market position in the U.S. branded
consumer foil market measured by revenue and volume.
Tableware
Tableware products includes branded and store branded foam, plastic, molded fiber and pressed paperboard disposable tableware,
including disposable plates, cups, bowls, cutlery and straws. Most of Reynolds Consumer Products' tableware is manufactured by Pactiv Foodservice.
Branded products are sold under the Hefty, Hefty Zoo Pals and Kordite names.
Customers
Reynolds Consumer Products' customer base includes leading grocery stores, mass merchants, warehouse clubs, discount chains, drug
stores and military outlets. Through its sales organization, Reynolds Consumer Products is able to manage its relationships with customers at the
national, regional and local levels, depending on their needs. We believe that Reynolds Consumer Products' sales support, together with Reynolds
Consumer Products' ability to manufacture and supply store branded products, is a significant competitive advantage. Reynolds Consumer Products
also manufactures Pactiv Foodservice's aluminum product offerings. In 2014, Reynolds Consumer Products' top ten customers accounted for 66%
of the segment's revenue, with one customer accounting for 38% of the segment's revenue.
Competition
Reynolds Consumer Products faces significant competition in all of its product lines from numerous national and regional companies of
various sizes and cost structures. The U.S. consumer food packaging market is relatively mature and highly competitive, with Reynolds Consumer
Products being one of the few key participants in North America. Our competitors include consumer product companies, including large and well-
established multinational companies and smaller regional and local companies, as most of our products compete with other widely advertised brands
within each product category and with store branded products.
Reynolds Consumer Products benefits from the strength of its brands, a differentiated suite of store branded products, as well as significant
capital investment in its manufacturing facilities. We believe the strong recognition of the Reynolds (in existence since 1947) and Hefty (in existence
since 1962) brands among U.S. consumers gives Reynolds Consumer Products a competitive edge.
Reynolds Consumer Products competes in a marketplace dominated by large retailers, including grocery stores, mass-merchants, clubs,
discount stores and drug stores, and changes in the strategy or structure of our major retailer customers, such as store and inventory reductions
and retailer consolidations, have increase competitive pressures. The rapid growth of these large retailers, together with changes in consumer
purchasing patterns, have contributed to the formation of dominant multi-category retailers that have strong negotiating power with suppliers. Current
trends among such retailers include fostering high levels of competition among suppliers, demanding innovative new products from suppliers and
requiring suppliers to maintain or reduce product prices and deliver products within shorter lead times. Other trends include consumers shifting
purchasing channels by moving away from grocery stores and towards clubs and mass-merchants and retailers importing products directly from
foreign sources and sourcing and selling products under their own store brands, which compete with our Reynolds and Hefty branded products.
These competitive pressures may adversely affect the Reynolds Consumer Products business and financial performance.
Marketing and Sales
Reynolds Consumer Products employs sales professionals organized by product type and customer channel. In addition to the sales
professionals, the sales organization includes customer service representatives, marketing teams and an internal logistics and transportation team.
Reynolds Consumer Products also utilizes third-party brokers for selected products and accounts. Reynolds Consumer Products provides its
customers with category management expertise including assortment, pricing and promotion strategies, supported by innovation and consumer-
focused insights. We believe this value-added service differentiates Reynolds Consumer Products from its competitors and strengthens its customer
relationships.
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Seasonality
Reynolds Consumer Products' operations are moderately seasonal with higher levels of sales of cooking and tableware products around
major U.S. holidays. Sales of cooking products are typically higher in the fourth quarter of the year, primarily due to the holiday use of Reynolds
Wrap foil, Reynolds Oven Bags and Reynolds Parchment Paper. Sales of tableware products are higher in the second quarter of the year due to
outdoor summer holiday use of disposable tableware plates, cups and bowls. Sales of waste and storage products are slightly higher in the second
half of the year in North America, coinciding with the outdoor fall cleanup season.
Manufacturing
Reynolds Consumer Products operates 13 manufacturing facilities strategically located across the United States and two manufacturing
facilities located in Canada to optimize distribution and minimize lead times and freight costs. At five of its facilities, Reynolds Consumer Products
also manufactures products for Pactiv Foodservice. In addition, Pactiv Foodservice manufactures products for Reynolds Consumer Products at 21
of its facilities.
Reynolds Consumer Products' principal raw materials include aluminum and plastic resins, mainly PE and PS. In 2014, the total value of
raw materials was $1,648 million and represented 76% of the segment's total cost of sales, excluding depreciation and amortization. Plastic resins
accounted for 66% of raw material costs for the year, while aluminum and other metal-related components collectively accounted for 22%. Reynolds
Consumer Products' other raw materials include products purchased and resold as well as paper, corrugated carton and cases. Reynolds Consumer
Products is sensitive to price movements of raw materials, mainly resin and aluminum, and to energy-related cost movements, particularly those
that affect transportation and utility costs. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject
to global market factors. Resin prices have also historically fluctuated with fluctuations in crude oil and natural gas prices, as well as changes in
refining capacity and the demand for other petroleum-based products. To minimize the impact of price fluctuations, Reynolds Consumer Products
enters into hedging agreements for some resin and aluminum purchases.
Centralized purchasing enables Reynolds Consumer Products to leverage the global purchasing power of its operations and reduces its
dependence on any one supplier. Reynolds Consumer Products sources its raw materials from a variety of suppliers and maintains multiple suppliers
for each input. Reynolds Consumer Products typically has one-year contracts with resin suppliers and multi-year contracts with aluminum suppliers,
which has historically provided Reynolds Consumer Products with a steady supply of raw materials. Reynolds Consumer Products has not historically
experienced any significant interruptions of key raw material supplies. We believe Reynolds Consumer Product's relationships with its suppliers are
satisfactory.
Quality Management
Reynolds Consumer Products' research and development resources primarily facilitate branded innovation and support store brand
growth. Reynolds Consumer Products also has continuous improvement programs focused on cost reduction and productivity improvements and
existing programs in lean manufacturing systems that allow for better inventory management. Reynolds Consumer Products' store branded products
are subject to a high degree of quality control and many have national brand equivalent certification from third parties. Reynolds Consumer Products'
integrated aluminum foil production is also designed to achieve the highest degree of product safety through its disciplined control of aluminum
ingot grade and retail traceability of products. Supplier controls that are in place throughout Reynolds Consumer Products' facilities require product
and process controls, a safe and healthy work environment, environmental compliance and product safety. Reynolds Consumer Products reviews
its facilities at least annually for full compliance, and appropriate remediation procedures are taken if necessary.
Reynolds Consumer Products has a significant number of registered patents and registered trademarks, including Reynolds and Hefty,
as well as several copyrights, which, along with trade secrets and manufacturing know-how, help support its ability to add value within the market
and sustain its competitive advantages. Reynolds Consumer Products has invested a considerable amount of resources in developing proprietary
products and manufacturing capabilities, and it employs various methods, including confidentiality and non-disclosure agreements with third parties,
employees and consultants, to protect its intellectual property. While in the aggregate Reynolds Consumer Products' patents are of material importance
to Reynolds Consumer Products' business, Reynolds Consumer Products believes that its business is not dependent upon any single patent or
group of patents.
Other than licenses for commercially available software, Reynolds Consumer Products does not believe that any of its licenses from third
parties are material to its business taken as a whole. Reynolds Consumer Products does not believe that any of its licenses to intellectual property
rights granted to third parties are material to its business taken as a whole.
New product innovation is an important component of Reynolds Consumer Products' business strategy. Reynolds Consumer Products
and Pactiv Foodservice operate a research and development center for new materials technology in Canandaigua, New York, and a customer
innovation center in Bedford Park, Illinois.
Over the years, Reynolds Consumer Products has focused on developing innovative products that address consumers' unmet needs, as
well as developing products that replace or upgrade existing items. Reynolds Consumer Products has a strong history of adding innovative features
to its products, such as the slider closure on food storage bags, the gripper feature on waste bags, an unscented odor block feature to waste bags
and the non-stick coating added to the foil in its Reynolds Wrap non-stick product line.
Research and development costs were $6 million for each of the years ended December 31, 2014, 2013 and 2012, respectively.
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Employees
As of December 31, 2014, Reynolds Consumer Products employed approximately 4,300 people located primarily in its U.S. and Canada
manufacturing facilities. Labor unions are present at four facilities in the United States and two facilities in Canada, representing approximately
1,080 workers. Reynolds Consumer Products has not experienced any significant union-related work stoppages over the past five years. We believe
Reynolds Consumer Products' relationships with its employees and labor unions are satisfactory.
Regulatory
As many of Reynolds Consumer Products' products are used in food and beverage packaging, Reynolds Consumer Products' business
is subject to regulation governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative
change can affect the economics of its business activities, lead to changes in operating practices, affect its customers and influence the demand
for and the cost of providing products and services to its customers. Reynolds Consumer Products has implemented compliance programs and
procedures designed to achieve compliance with applicable laws and regulations, and believes these programs and procedures are generally
effective. However, because of the complexity of these laws and regulations and the global scope of business, compliance cannot be guaranteed.
Reynolds Consumer Products is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates.
Among other things, these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment,
disposal and management of hazardous substances and wastes, protect the health and safety of Reynolds Consumer Products' employees, regulate
the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from,
present and past releases of hazardous substances, including releases by prior owners or operators of Reynolds Consumer Products' locations
and releases at sites formerly owned or operated by Reynolds Consumer Products. Many of Reynolds Consumer Products' manufacturing facilities
require environmental permits, such as those limiting air emissions. Compliance with these permits can require capital investment and, in some
cases, could limit production.
expected to continue to respond, with increased legislation and regulation, which could negatively affect Reynolds Consumer Products. For example,
the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse
gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Reynolds Consumer Products to incur additional direct
costs in complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased
indirect costs resulting from Reynolds Consumer Products' suppliers, customers, or both incurring additional compliance costs that could get passed
through to Reynolds Consumer Products or impact product demand.
Legal Proceedings
Reynolds Consumer Products is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with
certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience
to date and discussions with counsel, that any ultimate liability will not be material to Reynolds Consumer Products' financial position, results of
operations or cash flows.
Pactiv Foodservice
Pactiv Foodservice is a leading manufacturer of various foodservice and food packaging products. Pactiv Foodservice offers a
comprehensive range of products including tableware items, clear plastic containers, foam containers, paperboard containers, aluminum containers,
microwaveable containers, clear rigid-display packaging, molded fiber and PET egg cartons, foamed and rigid trays, absorbent tray pads and plastic
film. Pactiv Foodservice has a large customer base and operates primarily in North America. Pactiv Foodservice distributes its products to the
foodservice market, food packaging market and retail market. The following tables show total segment revenue by product group and revenue by
geographic region for Pactiv Foodservice for each of the years ended December 31, 2014, 2013 and 2012:

(In $ million) 2014 2013 2012
Foam 1,230 1,220 1,171
Plastics 714 771 777
Paper and Molded Fiber 733 665 695
Cups 503 518 477
Aluminum and Film 231 223 233
Injection Molding 239 170 176
Other 384 443 410
Total 4,034 4,010 3,939
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(In $ million) 2014 2013 2012
United States 3,481 3,436 3,392
Europe 137 145 141
Asia 43 49 48
Total 4,034 4,010 3,939
History
Our Pactiv Foodservice business is primarily the result of combining the Reynolds foodservice business and the Pactiv foodservice/food
packaging business. Reynolds Metals Company was founded in 1919 as the U.S. Foil Company. In 2000, Reynolds Metals Company was acquired
by Alcoa. In 2002, Alcoa acquired Ivex Packaging Corporation, which broadened the presence of the Reynolds foodservice packaging business in
the foodservice packaging industry.
Pactivs foodservice/food packaging business was originally part of Packaging Corporation of America (PCA), which was acquired by
Tenneco Inc. in 1965. PCA manufactured paperboard and various paperboard products as well as certain plastic and aluminum food packaging
products. In 1995, PCA was renamed Tenneco Packaging Inc. and acquired Mobil Plastics Company and in 1996 acquired Amoco Foam Products
Company, which significantly expanded its foodservice offering. In April 1999, Tenneco Packaging Inc. sold its paperboard business and in November
1999 Tenneco Packaging Inc. (which was renamed Pactiv Corporation) was spun-off to Tenneco Inc.s stockholders. Pactiv has made various
acquisitions, including Prairie Packaging Inc. in 2007 and PWP Industries Inc. (which was renamed Pactiv Packaging Inc.) in 2010. In November
2010, we acquired Pactiv, and have since integrated our Reynolds foodservice packaging and Pactiv foodservice packaging businesses to form
our Pactiv Foodservice segment. In May 2011, we acquired Dopaco for $395 million. In September 2012, we acquired the business of Interplast
Packaging Inc., a producer of custom-labeled recycled PET egg cartons throughout North America. Also in September 2012, we acquired International
Tray Pads & Packaging, Inc., a manufacturer of a line of absorbent products used in fresh packed point of purchase meat, fish, poultry and produce.
The combined purchase price of these two businesses was $30 million. In March 2013, we acquired the business of Spirit Foodservice Products
Inc. ("Spirit"), a producer of extruded PS cups, injected molded PS products such as cutlery and utensils, and extruded PP products for an aggregate
purchase price of $32 million. In January 2012, we sold the Pactiv Foodservice laminating operations in Louisville, Kentucky for cash proceeds of
$80 million, resulting in a gain on sale of $76 million. In January 2014, we sold the picks and stirrers portion of Spirit for cash proceeds of $13 million,
resulting in a gain on sale of $1 million. In November 2014, we sold Pactiv Foodservices building products operation for net cash proceeds of $70
million, resulting in a gain on sale of $17 million.
Products
Pactiv Foodservice is a leading manufacturer of various foodservice and packaging products to the foodservice, food packaging and retail
food markets. Pactiv Foodservice's products are designed to protect food during distribution, aid retailers and food processors in merchandising
food products and help customers prepare and serve meals in their homes. Pactiv Foodservice has a very broad portfolio of products with a continual
emphasis on adding new product lines. Products designed for the foodservice market include tableware items, such as plates, bowls, cups, cutlery
and straws, as well as clear plastic containers, microwaveable plastic containers, foam containers, paperboard containers and aluminum containers.
Products designed for the food packaging market include foamed and rigid trays, rigid trays for fresh and frozen applications, rigid and fiber berry
baskets, clear display packaging, molded fiber cartons, PET egg cartons, aluminum containers and absorbent tray pads. Products designed for the
retail market include clear rigid-display packaging for delicatessen and bakery applications, microwaveable containers for prepared, ready-to-eat
meals, and foam trays and absorbent tray pads for meat and poultry. Products are manufactured using plastic resins, aluminum, paper and molded
fiber. In addition, Pactiv Foodservice also sells plastic sheet to thermoformers made with various resins such as PET, PS and PP.
Customers
Pactiv Foodservice's customer base includes international companies, large national and regional customers and smaller local businesses,
with its largest presence in North America. Pactiv Foodservice's customers include foodservice distributors, quick service restaurants, food
processors, supermarket distributors and supermarkets. Pactiv Foodservice also manufactures most of Reynolds Consumer Products' tableware
products. In 2014, Pactiv Foodservice's top ten customers accounted for 55% of the segment's revenue, with two customers each accounting for
13% of revenue, one of which was Reynolds Consumer Products.
Pactiv Foodservice generally sells its products on either a purchase order basis or under formal supply agreements with durations ranging
from one to three years. A majority of Pactiv Foodservice's revenue is from supply agreements with raw material cost pass-through mechanisms,
with the remainder sold on an open market.
Competition
The U.S. foodservice, food packaging and retail markets are relatively mature but also relatively fragmented, with Pactiv Foodservice
being one of a few participants with a product range that spans a significant portion of foodservice product categories. Our competitors in the U.S.
markets include large companies that offer several competing products and a range of smaller competitors with only single product offerings. These
competitive pressures may adversely affect Pactiv Foodservices business and financial performance. Pactiv Foodservice primarily competes on
the basis of breadth of product offerings, price, product features, performance, speed to market, distribution capabilities and product innovation.
Marketing and Sales
Pactiv Foodservice primarily uses a direct sales force to sell to foodservice, food packaging and retail customers and also utilizes third-
party brokers for selected products and accounts. Pactiv Foodservice's marketing and sales effort is premised on the One Face to the Customer
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value proposition which uses one sales representative per account to produce one order which is supported by one customer service representative
that is responsible for one shipment with one invoice. In addition to the sales professionals, the sales organization includes customer service
representatives, marketing teams and an internal logistics and transportation team.
Seasonality
Pactiv Foodservice's operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when
the favorable weather, harvest and holiday season lead to increased consumption of foodservice and food packaging products. Pactiv Foodservice
therefore typically experiences a greater level of sales in the second through fourth quarters.
Manufacturing
Pactiv Foodservice operates 49 manufacturing plants in North America and three in Europe and has two majority-owned facilities in China.
At 21 of its facilities, Pactiv Foodservice also manufactures products for Reynolds Consumer Products. In addition, five facilities operated by Reynolds
Consumer Products manufacture products for Pactiv Foodservice. Pactiv Foodservice also operates several distribution facilities in the United
States. Pactiv Foodservices manufacturing plants are grouped based upon the three markets the company primarily services: foodservice; food
packaging; and retail. Each manufacturing plant is managed by a manufacturing director. The directors have responsibility for all plants that produce
a specific process. The structure is integral to a disciplined and lean operating system that provides consistent operating practices and metrics
across all locations.
Pactiv Foodservice utilizes a variety of production processes, including paper processing, injection molding, thermoforming and extrusion.
A focus on continuous improvement, lean manufacturing system initiatives and teamwork has resulted in better customer service measured by case
fill, on-time delivery and quality performance metrics.
Pactiv Foodservice utilizes two distribution models. Direct distribution, primarily for processors and supermarkets, sends products straight
from the factory to the customer. The second distribution model is based around seven regional mixing centers. These two distribution models yield
significant cost savings for Pactiv Foodservice which are shared with customers.
Pactiv Foodservices principal raw materials include plastic resins, aluminum and paper. In 2014, the total value of raw materials was
$2,111 million and represented 64% of the segment's total cost of sales, excluding depreciation and amortization. Plastic resins accounted for 67%
of raw material costs for the year, while aluminum, paper and other raw materials collectively accounted for 33%.
The prices of Pactiv Foodservices raw materials fluctuate with market movements in commodity prices. Resin prices can fluctuate
significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based
products. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. These
factors include speculative activities by market participants, production capacity, strength or weakness in key end-markets such as housing and
transportation, political and economic conditions and production costs in major production regions. Pactiv Foodservice's aluminum product offerings
are manufactured by Reynolds Consumer Products. The price of cartonboard may fluctuate widely due to external conditions such as weather,
product scarcity, currency and commodity market fluctuations and changes in governmental policies and regulations. Pactiv Foodservice is also
sensitive to other energy-related cost movements and in particular those that affect transportation and utility costs. To minimize the impact of price
fluctuations, Pactiv Foodservice enters into hedging agreements.
We believe that Pactiv Foodservices relationships with its suppliers are satisfactory. Centralized purchasing enables Pactiv Foodservice
to leverage its purchasing power for core raw materials and reduces its dependence on any one supplier. Pactiv Foodservice sources its raw
materials from a variety of suppliers and maintains multiple suppliers for each input. Pactiv Foodservice typically has contracts with resin suppliers,
which have historically provided Pactiv Foodservice with a steady supply of raw materials. Pactiv Foodservice has not historically experienced any
significant interruptions of key raw material supplies. Pactiv Foodservice has also undertaken programs to consolidate its supplier base and achieve
savings by taking advantage of the economies of scale afforded by its increased purchasing volume. Pactiv Foodservice has continuous improvement
programs focused on cost reduction and productivity improvements. Existing programs in lean manufacturing allow for better inventory management.
In addition, Pactiv Foodservices scale and knowledge of the resin market contribute to efficient raw materials management.
Quality Management
Pactiv Foodservice is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the
production process through the involvement of management, customers and employees. Pactiv Foodservice uses a stringent technique of hazard
analysis and critical control points to identify critical aspects of quality management as well as methods and tools to identify key areas for improvement
that result in a reduction of waste and downtime at its facilities.
Pactiv Foodservice has a significant number of registered patents and registered trademarks which, along with trade secrets and
manufacturing know-how, help support Pactiv Foodservice's ability to add value within the market and sustain its competitive advantages. Pactiv
Foodservice has invested a considerable amount of resources in developing its proprietary products and manufacturing capabilities, and it employs
various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect its intellectual
property. Pactiv Foodservice uses internal and external resources to carefully manage its intellectual property portfolio. In addition, where appropriate,
the business defends its intellectual property rights throughout the world. We believe that the intellectual property and licensing rights held are
adequate for the business. While in the aggregate Pactiv Foodservice's patents are of material importance to Pactiv Foodservice's business, Pactiv
Foodservice believes that its business is not dependent upon any single patent or group of patents.
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Other than licenses for commercially available software, Pactiv Foodservice does not believe that any of its licenses from third parties
are material to its business taken as a whole. Pactiv Foodservice does not believe that any of its licenses to intellectual property rights granted to
third parties are material to its business taken as a whole.
Pactiv Foodservice has two research and development facilities. Pactiv Foodservice and Reynolds Consumer Products operate a research
and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois. These
facilities support and accommodate the full range of research, formulation, design and testing requirements related to customer-driven applications,
including design studios, analytical and quality test laboratories, pilot operations for new materials and technology development, test kitchens, rapid
prototyping modules and a commercial tooling fabrication operation. Research and development costs were $19 million, $17 million and $20 million
for the years ended December 31, 2014, 2013 and 2012, respectively.
Employees
As of December 31, 2014, Pactiv Foodservice employed approximately 11,600 people located primarily in its U.S. manufacturing facilities.
Labor unions are present at seven North American facilities and at one international location, representing approximately 1,100 workers. Pactiv
Foodservice has not experienced any significant union related work stoppages over the last five years. We believe Pactiv Foodservice's relationships
with its employees and labor unions are satisfactory.
Regulatory
As Pactiv Foodservice's products are used in food and beverage packaging, Pactiv Foodservice's business is subject to regulation
governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the
economics of its business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of
providing products and services to its customers. Pactiv Foodservice has implemented compliance programs and procedures designed to achieve
compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the
complexity of these laws and regulations and the global scope of business, compliance cannot be guaranteed.
Pactiv Foodservice is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. Among
other things, these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal
and management of hazardous substances and wastes, protect the health and safety of Pactiv Foodservice's employees, regulate the materials
past releases of hazardous substances, including releases by prior owners or operators of Pactiv Foodservice's locations and releases at sites
formerly owned or operated by Pactiv Foodservice. These laws also regulate, and in certain instances ban, products that may be deemed harmful
to the environment. Many of Pactiv Foodservice's manufacturing facilities require environmental permits, such as those limiting air emissions.
Compliance with these permits can require capital investment and, in some cases, could limit production.
Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well
as foreign governments, have responded, and are expected to continue to respond, with increased legislation and regulation, which could negatively
affect Pactiv Foodservice. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition,
the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These and other foreign, federal and state
climate change initiatives may cause Pactiv Foodservice to incur additional direct costs in complying with new environmental legislation or regulations,
such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Pactiv Foodservice's suppliers, customers or both
incurring additional compliance costs that could get passed through to Pactiv Foodservice or impact product demand.
Legal Proceedings
Pactiv Foodservice is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty
the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to
date and discussions with counsel, that any ultimate liability will not be material to Pactiv Foodservice's financial position, results of operations or
cash flows.
Graham Packaging
Graham Packaging is a leading designer and manufacturer of value-added, custom blow molded plastic containers for branded consumer
products. Graham Packaging focuses on product categories where customers and end-users value the technology and innovation that Graham
Packaging's custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. Graham
Packaging has a large global customer base with its largest presence in North America. The following tables show total segment revenue by product
group and revenue by geographic region for Graham Packaging for each of the years ended December 31, 2014, 2013 and 2012:

(In $ million) 2014 2013 2012
Food and Beverage 1,875 2,048 2,081
Household 408 482 481
Automotive Lubricants 325 323 316
Personal Care 137 171 167
Total 2,745 3,024 3,045
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(In $ million) 2014 2013 2012
United States 2,179 2,343 2,405
Europe 211 260 261
Asia 51 58 37
South America 102 128 113
Total 2,745 3,024 3,045
History
Graham Packaging was formed in the mid-1970s as a regional domestic custom plastic container supplier. In October 2004, Graham
Packaging acquired the blow molded plastic container business of Owens-Illinois, Inc., which essentially doubled its size. In September 2010,
Graham Packaging acquired Liquid Container, L.P., a manufacturer of blow molded plastic containers that primarily services the food and household
product categories. On September 8, 2011, we acquired Graham Packaging.
Products
Graham Packaging's strategy is to develop new, innovative packaging to meet the design and performance requirements of its customers.
Graham Packaging supplies custom blow molded plastic containers to a significant number of end-markets and geographic regions. Graham
Packaging's product portfolio consists of four product categories: food and beverage; household; automotive lubricants; and personal care.
Food and Beverage. Containers for shelf-stable, refrigerated and frozen juices, non-carbonated juice drinks, nutritional beverages, beer,
yogurt drinks, teas, sports drinks/isotonics, vitamin enhanced waters, snacks, liquor, toppings, sauces, jellies and jams.
Household. Containers for products such as liquid fabric care, detergents, household cleaners and dish care.
Automotive Lubricants. Containers for automotive lubricants, primarily single-quart/liter and multi-quart/liter plastic motor oil containers.
Personal Care. Plastic containers for products in the hair care, skin care and oral care markets.
Customers
Substantially all of Graham Packaging's sales are to major branded consumer products companies. Major customers are under multi-
year contracts. These include customers for which the products are manufactured at a dedicated production facility nearby or inside the customer's
production facility, as well as products manufactured at Graham Packaging's stand-alone facilities which produce packaging for several customers.
Graham Packaging's supply contracts with its customers for on-site production typically have terms of up to ten years, while its supply contracts for
production off-site typically have terms that range from three to five years. Both of these categories of contracts often either renew automatically
for subsequent one year terms or are renegotiated by Graham Packaging before expiration of the initial term. Graham Packaging's contracts typically
contain provisions allowing for price adjustments based on changes in raw material prices and, in a majority of cases, the cost of energy and labor,
among other factors. Graham Packaging is often the sole supplier of its customers' custom plastic container requirements nationally, regionally or
for a specific brand. In 2014, Graham Packaging's top ten customers accounted for 47% of the segment's net revenue, and no single customer
accounted for more than 10% of the segments net revenue.
Competition
Graham Packaging has a significant market share in rigid blow-molded plastic containers in North America but faces increasing competition
in that market. Graham Packaging faces competition from a number of well-established regional and international businesses across several of its
product categories. Competition is based on several factors including price, product design, technology (such as barrier protection and lightweighting)
and customer service. Several of Graham Packaging's competitors are larger, have greater financial and other resources than Graham Packaging
and can offer customers a broader product offering and bundled products. Graham Packaging competes by attempting to provide superior levels
of service, speed to market and product design and development capabilities. Although Graham Packaging has been able over time to partially
offset pricing pressures by reducing its cost structure and making the manufacturing process more efficient, it may not be able to continue to do so
in the future. These competitive pressures may adversely affect Graham Packagings business and financial performance.
Marketing and Sales
Graham Packaging's sales are made primarily through its direct sales force, as well as selected brokers. Sales activities are conducted
from Graham Packaging's corporate headquarters in York, Pennsylvania and from field sales offices located in North America, Europe, South America
and Asia. Graham Packaging's products are typically delivered by truck, on a daily basis, in order to meet customers' just-in-time delivery requirements,
except in the case of on-site operations. In many cases, Graham Packaging's on-site operations are integrated with its customers' manufacturing
operations so that deliveries are made, as needed, by direct conveyance to the customers' filling lines.
Seasonality
Graham Packaging's operations are slightly seasonal with higher levels of unit volume sales in the second and third quarters. Graham
Packaging experiences some seasonality of bottled beverages during the summer months, most significantly in North America. Typically the business
begins to build inventory in the first and early second quarters to prepare for the summer demand.
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Manufacturing
A critical component of Graham Packaging's strategy is to locate manufacturing facilities on-site, reducing expensive shipping and handling
charges, providing instantaneous quality acceptance feedback and increasing distribution efficiencies. Graham Packaging has 90 manufacturing
facilities of which approximately one-third are located on-site at its customers' plants. Graham Packaging operates 65 plants in North America, 14
in Europe, eight in South America and three in Asia.
Graham Packaging utilizes a variety of production processes, including blow molding and injection molding. We believe that the injection
molders and blow molders used by Graham Packaging are widely recognized as the leading technologies for high speed production of hot-fill PET,
Extrudable PET ("EPET") and multi-layer barrier containers. Graham Packaging also operates a variety of bottle labeling and decorating platforms,
which is accomplished through in-mold techniques or post-molding methods. Typically, these decoration methods are used for bottles in the personal
care product category.
Resins constitute the primary raw materials used to make Graham Packaging's products. These materials are available from a number
of domestic and international suppliers, and Graham Packaging is not dependent upon any single supplier. In 2014, the total value of raw materials
was $1,397 million and represented 64% of Graham Packaging's total cost of sales, excluding depreciation and amortization.
Typically, Graham Packaging does not enter into long-term supply agreements with its suppliers. Graham Packaging considers the supply
and availability of raw materials to be adequate to meet its needs. We believe that Graham Packaging maintains an adequate inventory to meet
demand. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the
demand for other petroleum-based products. We believe Graham Packaging's relationships with its suppliers are satisfactory.
Quality Management
Graham Packaging maintains quality assurance and control programs with respect to the performance of the products it manufactures,
the performance of its suppliers and the compliance of its operations with its quality management system and sound manufacturing practices.
Graham Packaging's production lines are equipped with specific quality control inspection equipment and its employees continuously monitor product
attributes and performance through a comprehensive statistical process control system. Quality control laboratories are maintained at each
manufacturing facility to test its products and validate their compliance with customer requirements. Graham Packaging continuously monitors and
enhances its quality assurance and control programs to keep pace with the most current technologies and to meet and exceed customer expectations.
Graham Packaging holds a significant number of trademarks and a substantial number of issued or pending patents. While in the aggregate
the patents are of material importance to its business, Graham Packaging believes that its business is not dependent upon any one single patent,
group of patents or trademark. Graham Packaging also relies on unpatented proprietary know-how and continuing technological innovation and
other trade secrets to develop and maintain its competitive position. Third parties could, however, obtain knowledge of this proprietary know-how
through independent development, reverse engineering or other unauthorized access.
In addition to its own patents and proprietary know-how, Graham Packaging is a party to licensing arrangements and other agreements
authorizing it to use other proprietary processes, know-how and related technology and/or to operate within the scope of certain patents owned by
other entities. In some cases, the licenses granted to Graham Packaging are perpetual and in other cases, the term of the license is related to the
life of the patent associated with the license. Other than licenses for commercially available software, Graham Packaging does not believe that any
of its licenses from third parties are material to its business taken as a whole. Graham Packaging also has licensed some of its intellectual property
rights to third parties. Graham Packaging does not believe any of these licenses are material to its business taken as a whole.
Graham Packagings technical capability has been enhanced through its Global Innovation & Design Center in York, Pennsylvania. Graham
Packaging incurs costs to research, design and develop new packaging products and technologies. Such costs, net of any reimbursement from
customers, were $10 million, $12 million and $11 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Employees
As of December 31, 2014, Graham Packaging employed approximately 7,300 people. Approximately 79% of Graham Packaging's
employees are hourly wage employees, 38% of whom are represented by various labor unions and are covered by various collective bargaining
agreements. Graham Packaging has not experienced any significant union-related work stoppages over the last five years. We believe Graham
Packaging's relationships with its employees and labor unions are satisfactory.
Regulatory
As Graham Packaging's products are used in food and beverage packaging, Graham Packaging's business is subject to regulation
governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the
economics of its business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of
providing products and services to its customers. Graham Packaging has implemented compliance programs and procedures designed to achieve
compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the
complexity of these laws and regulations and the global scope of business, compliance cannot be guaranteed.
Graham Packaging is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. Among
other things, these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal
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and management of hazardous substances and wastes, protect the health and safety of Graham Packaging's employees, regulate the materials
past releases of hazardous substances, including releases by prior owners or operators of Graham Packaging's locations and releases at sites
formerly owned or operated by Graham Packaging. These laws also regulate, and in certain instances ban, products that may be deemed harmful
to the environment. Many of Graham Packaging's manufacturing facilities require environmental permits, such as those limiting air emissions.
Compliance with these permits can require capital investment and, in some cases, could limit production.
As a result of Graham Packaging closing its plant in Edison, New Jersey, Graham Packaging is subject to New Jersey's Industrial Site
Recovery Act ("ISRA"). ISRA specifies a process of reporting to the New Jersey Department of Environmental Protection, and, in some situations,
investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that
has been shut down or is being transferred. Graham Packaging is in the process of implementing its obligations under ISRA regarding this facility
and does not believe that it will have a significant impact on the results of operations.
expected to continue to respond, with increased legislation and regulation, which could negatively affect Graham Packaging. For example, the
United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse
gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Graham Packaging to incur additional direct costs in
complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs
resulting from Graham Packaging's suppliers, customers, or both incurring additional compliance costs that could get passed through to Graham
Packaging or impact product demand.
A number of governmental authorities, both in the United States and abroad, have considered, are expected to consider or have passed
legislation aimed at reducing the amount of disposed plastic wastes. Those programs have included, for example, mandating certain rates of recycling
and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and/or requiring retailers or manufacturers to take
back packaging used for their products. That legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could
reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact Graham Packaging's
business. Some consumer products companies, including some of Graham Packaging's customers, have responded to these governmental initiatives
and to perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. To date, Graham Packaging
has not been materially adversely affected by these initiatives and developments. Graham Packaging operates a large HDPE bottles-to-bottles
recycling plant in York, Pennsylvania.
Legal Proceedings
Graham Packaging is a party to various litigation matters arising in the ordinary course of business. The ultimate legal and financial liability
of Graham Packaging with respect to such litigation cannot be estimated with certainty, but management believes, based on its examination of these
matters, experience to date and discussions with counsel, that ultimate liability from Graham Packaging's various litigation matters will not be material
to the business, financial condition, results of operations or cash flows of Graham Packaging.
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Organizational Structure
We are a holding company that conducts its business operations through its controlled entities. Our significant controlled entities, their
country of incorporation and the proportion of ownership and voting interest held, directly or indirectly, in them by us, are set out in note 23 to our
The following diagram sets forth a summary of our corporate structure and certain financing arrangements.
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Property, Plants and Equipment
Our business segments operate through a number of offices, manufacturing facilities and warehouses throughout the world. We generally
own or lease our facilities under long-term leases. Some of our principal facilities are subject to mortgages and other security interests granted to
secure indebtedness with certain financial institutions. We believe that our manufacturing facilities are well maintained, suitable for their respective
operations and provide sufficient capacity to meet reasonably foreseeable production requirements.
Iran Disclosure
SIG owns 50% of SIG Combibloc Obeikan FZCO, a United Arab Emirates joint venture (SIG Obeikan). A minor portion of SIG Obeikan's
business includes selling carton sleeves to Iran Dairy Industries Co. - Pegah Product Dairy Production (IDIC), which are used for packaging milk
and other dairy products. IDIC is, to SIG's knowledge, majority-owned by a pension fund for certain civil servants in Iran and therefore may be
indirectly controlled by the government of Iran. SIG Obeikan's 2014 gross sales to IDIC were approximately 7 million, and its net profit from such
sales was approximately 2 million. SIG Obeikan intends to continue this activity.
ITEM 4A. UNRESOLVED STAFF COMMENTS.
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.
The following discussion should be read in conjunction with Item 4. Information on RGHL Business Overview and our historical
financial statements and the notes thereto, in each case included elsewhere in this annual report. The following discussion and analysis also includes
forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results
to differ materially from those expressed or implied by the forward-looking statements with respect to our actual results. Factors that could cause
or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this annual report. See Forward-Looking
Statements and Item 3. Key Information Risk Factors.
Key Factors Influencing Our Financial Condition and Results of Operations
Acquisitions, Substantial Leverage and Other Transaction-Related Effects
The five segments in which we operate have all been acquired through a series of transactions. Our results of operations, financial
condition and cash flows are significantly impacted by the effects of these acquisitions, which were financed primarily through borrowings, including
transaction-related debt commitment fees and recurring interest costs. In addition, from time to time, we refinance our borrowings which also can
have a significant impact on our results of operations.
As of December 31, 2014, our total indebtedness of $18,026 million ($18,137 million as of December 31, 2013) was comprised of the
outstanding aggregate principal amounts of our borrowings and bank overdrafts. As reflected in our statement of financial position, we had total
borrowings of $17,858 million, consisting of total indebtedness net of unamortized debt issuance costs, original issue discount and embedded
derivatives. For more information regarding our external borrowings, refer to note 17 of the RGHL Group's audited consolidated financial statements
included elsewhere in this annual report. Our future results of operations, including our net financial expenses, will be significantly affected by our
substantial indebtedness. The servicing of this indebtedness has had and will continue to have an impact on our cash flows and cash balance. For
more information, refer to Liquidity and Capital Resources.
Restructuring and Cost Saving Programs
We have implemented a number of restructuring and cost saving programs in order to reduce our operating costs. During the year ended
December 31, 2014, we incurred restructuring charges of $45 million and operational process engineering-related consultancy costs of $7 million.
The restructuring costs were incurred across various segments and largely related to workforce reductions and consolidation of facilities.
Raw Materials and Energy Prices
Our results of operations, and the gross margins corresponding to each of our segments, are impacted by changes in the costs of our
raw materials and energy prices. The primary raw materials used to manufacture our products are plastic resins, aluminum, fiber (principally raw
wood and wood chips) and paperboard (principally cartonboard and cupstock). We also use commodity chemicals, steel and energy, including fuel
oil, electricity, natural gas and coal, to manufacture our products.
Principal raw materials used by each of our segments are as follows (in order of cost significance):
Evergreen fiber, resin
Closures resin
Reynolds Consumer Products resin, aluminum
Pactiv Foodservice resin, paperboard, aluminum
Graham Packaging resin
Historical index prices of resin, aluminum and paperboard from December 31, 2012 through December 31, 2014 are shown in the charts
below. These charts present index prices and do not represent the prices at which we purchased these raw materials.
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Source: Chemical Market Associates Inc.
Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and
the demand for other petroleum-based products.
Source: Platts Metal Weekly
Aluminum prices can fluctuate significantly as aluminum is a cyclical commodity with prices subject to global market factors. These factors
include speculative activities by market participants, production capacity, strength or weakness in key end-markets such as housing and
transportation, political and economic conditions and production costs in major production regions.
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Source: Pulp and Paper Week
The prices of cupstock and cartonboard may fluctuate due to external conditions such as weather, product scarcity, currency and commodity
market fluctuations and changes in governmental policies and regulations.
Purchases of most of our raw materials are based on negotiated rates with suppliers, which are tied to published indices. Typically, we
do not enter into long-term purchase contracts that provide for fixed quantities or prices for our principal raw materials. For Evergreen, most raw
materials and other input costs are purchased on the spot market.
Changes in raw material prices impact our results of operations. Revenue is directly impacted by changes in raw material costs as a result
of raw material cost pass-through mechanisms in many of the customer pricing agreements entered into by most of our segments. Generally, the
contractual price adjustments do not occur simultaneously with commodity price fluctuations, but rather on a mutually agreed upon schedule. Due
to differences in timing between purchases of raw materials and sales to customers, there is often a lead-lag effect, during which margins are
negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Historically, the average
lag time in implementing raw material cost pass-through mechanisms (where contractually permitted) has been approximately three months.
We use price increases, where possible, to mitigate the effects of raw material cost increases for customers that are not subject to raw
material cost pass-through agreements. Contracts with customers for the branded products sold by Reynolds Consumer Products generally do not
contain raw material cost pass-through mechanisms.
The prices for some of our raw materials, particularly resins and aluminum, have fluctuated significantly in recent years. Prices for raw
wood and wood chips have fluctuated less than the prices of resins and aluminum. Raw wood and wood chips are typically purchased from sources
close to our mills and, as a result, prices are established locally based on factors such as local competitive conditions and weather conditions.
Management expects continued volatility in raw material prices as a result of the continued uncertainty in the global economic environment,
and such volatility may impact our results of operations. Although we continue to take steps to minimize the impact of the volatility of raw material
prices through commodity hedging, fixed supplier pricing, reducing the lag time in contractual raw material cost pass-through mechanisms and
entering into additional indexed customer contracts that include raw material cost pass-through provisions, these efforts may prove to be inadequate.
Our segments are also sensitive to energy-related cost movements, particularly those that affect transportation and utility costs. In particular,
our Evergreen segment is susceptible to price fluctuations in natural gas, as Evergreen incurs significant natural gas costs to convert raw wood
and wood chips to paper products and liquid packaging board. Historically, we have been able to mitigate the effect of higher energy-related costs
with productivity improvements and other cost reductions. Further, energy costs (excluding transportation costs) are generally included in Evergreen's
indexed customer contracts.
Hedging Activities
We are exposed to commodity and other price risk principally from the purchase of resin, natural gas, electricity, raw cartonboard, aluminum,
diesel and steel. From time to time we enter into hedging agreements for some of our raw materials and energy sources to minimize the impact of
price fluctuations. We use various strategies to manage cost exposures on certain raw material purchases with the objective of obtaining more
predictable costs for these commodities. We generally enter into commodity financial instruments or derivatives to hedge commodity prices primarily
related to resin, aluminum, diesel and natural gas. For additional details related to our commodity hedging activities, refer to Quantitative and
Qualitative Disclosures about Market Risk Commodity Risk.
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The realized gains or losses arising from derivative instruments are recognized in cost of sales while the unrealized gains or losses
associated with derivative instruments are recognized in net other income (expenses).
While we currently employ the hedging strategy discussed above, we may decide to increase or decrease our level of hedging depending
on management's assessment of current market conditions.
Effect of Currency Fluctuations
We operate in multiple countries and transact business in a range of currencies. Evergreen, Reynolds Consumer Products and Pactiv
Foodservice, which predominantly operate in the United States, are less affected by currency fluctuations than Closures and Graham Packaging.
In addition to the U.S. dollar, the currencies in which our transactions are primarily denominated are the euro, Mexican peso, New Zealand dollar
and Canadian dollar, and to a lesser extent the Argentine peso, Brazilian real, British pound, Chinese yuan renminbi, Japanese yen, Korean won,
Polish zloty, Russian ruble, Singapore dollar, Swiss franc and Taiwanese dollar. Exchange rate fluctuations can therefore either increase or decrease
revenue and expense items when reported in dollars. For most financial periods, the impact on revenue due to fluctuations in exchange rates has
been partially offset by the impact on expenses, as most of our business units incur revenue and expenses in their respective local currencies,
creating a natural hedge to currency fluctuations.
Seasonality
Our business is impacted by seasonal fluctuations. For additional information, refer to each segment's seasonality discussion at Item 4.
Information on RGHL Business Overview.
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Results of Operations
The following discussion should be read in conjunction with the RGHL Group's audited consolidated financial statements included
elsewhere in this annual report. Detailed comparisons of revenue and results are presented in the discussions of the operating segments, which
follow the RGHL Group results discussion.
Year Ended December 31, 2014 Compared with the Year Ended December 31, 2013
RGHL Group
For the year ended December 31,
(In $ million, except for %) 2014 % of revenue 2013 % of revenue Change % change
Revenue 11,666 100 % 11,752 100 % (86) (1)%
Cost of sales (9,650) (83)% (9,671) (82)% 21 %
Gross profit 2,016 17 % 2,081 18 % (65) (3)%
Selling, marketing and distribution expenses/
General and administration expenses (996) (9)% (1,044) (9)% 48 (5)%
Net other income (expenses) (48) % (92) (1)% 44 (48)%
Share of profit of associates and joint
ventures, net of income tax 2 % 1 % 1 100 %
Profit from operating activities 974 8% 946 8% 28 3%
Financial income 25 % 189 2% (164) (87)%
Financial expenses (1,474) (13)% (1,405) (12)% (69) 5%
Net financial expenses (1,449) (12)% (1,216) (10)% (233) 19 %
Profit (loss) from continuing operations
before income tax (475) (4)% (270) (2)% (205) 76 %
Income tax (expense) benefit 70 1% (4) % 74 NM
Profit (loss) from continuing operations (405) (3)% (274) (2)% (131) 48 %
Profit (loss) from discontinued operations, net
of income tax 105 NM 206 NM (101) (49)%
Profit (loss) for the year (300) NM (68) NM (232) 341 %
Depreciation and amortization from
continuing operations 798 7% 853 7% (55) (6)%
RGHL Group EBITDA(1) from continuing
operations 1,772 15 % 1,799 15 % (27) (2)%
RGHL Group Adjusted EBITDA(1) from
continuing operations 1,935 17 % 2,068 18 % (133) (6)%
RGHL Group Adjusted EBITDA from
discontinued operations 548 NM 544 NM 4 1%
Total Adjusted EBITDA 2,483 NM 2,612 NM (129) (5)%
(1) Refer to page 3 under the heading "Non-GAAP Financial Measures" for additional information related to these financial measures.
Revenue. Revenue decreased by $86 million, or 1%. Changes in foreign currency exchange rates had a $65 million unfavorable impact,
primarily associated with international sales at both Closures and Graham Packaging. There was an overall net decrease in sales volume as volume
at Closures and Graham Packaging declined while volume in Reynolds Consumer Products and Pactiv Foodservice increased, primarily due to
the increased volume related to the acquisitions of Trans Western and Novelis Foil Products. Volume in Evergreen remained relatively flat. These
declines were partially offset by improved pricing in Evergreen, Closures and Reynolds Consumer Products in response to higher raw material
costs.
Cost of Sales. Cost of sales decreased by $21 million and was flat as a percentage of sales. The decrease was primarily due to the lower
sales volume and the favorable impact of changes in foreign currency exchange rates at Closures and Graham Packaging. The decrease was
partially offset by increases at Reynolds Consumer Products and Pactiv Foodservice due to a combination of higher raw material costs and higher
sales volume. Additionally, Evergreen and Pactiv Foodservice reached agreements with their relevant unions to withdraw from PIUMPF as of
December 31, 2013. As a result, cost of sales in the current year and prior year included a non-cash expense of $14 million and $66 million,
respectively, for the estimated expense for the pension withdrawal liability. Cost of sales as a percentage of revenue increased at Reynolds Consumer
Products and Pactiv Foodservice, remained unchanged at Graham Packaging and decreased at Evergreen and Closures.
Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and
general and administration expenses decreased by $48 million, or 5%. The decrease was primarily due to a $26 million decrease in pension expense
at the corporate segment and as a result of continued efforts to reduce employee-related costs and various other general and administration
expenses. Selling, marketing and distribution expenses and general and administration expenses as a percentage of revenue remained unchanged
at 9%.
Net Other. Net other expenses decreased by $44 million to $48 million. The decrease was primarily due to a $62 million favorable impact
from insurance recoveries, net of costs incurred at Pactiv Foodservice, $33 million in decreased business integration costs, $31 million in lower
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asset impairment charges, a $27 million benefit related to the settlement of a legal claim at Graham Packaging, a $17 million gain on the sale of
Pactiv Foodservice's building products business and a $13 million gain on the sale of Closures' aluminum closures business. The decrease was
partially offset by a $128 million change in unrealized gains and losses on derivatives and $18 million in strategic review costs in the current year.
Net Financial Expenses. Net financial expenses increased by $233 million, or 19%. The increase was primarily due to $202 million in
losses in fair value of embedded derivatives and a $141 million decrease in foreign currency exchange gains. The increase was partially offset by
a $58 million decrease in interest expense, due to the full year benefit of reduced interest rates as a result of refinancing initiatives in 2013 and a
$52 million loss on extinguishment of debt in the prior year.
We are primarily exposed to foreign currency exchange risk that impacts the reported financial income and financial expenses of the
RGHL Group as a result of the remeasurement at each reporting date of cash and cash equivalents and indebtedness that are denominated in
currencies other than the functional currencies of the respective entities. For the years ended December 31, 2014 and 2013, the RGHL Group's
primary foreign currency exchange exposure resulted from euro-denominated net intercompany borrowings receivable in a dollar functional currency
entity. In addition, we are exposed to foreign currency exchange risk on certain other intercompany borrowings between certain of our entities with
different functional currencies. As a result of the changes in the prevailing foreign currency exchange rates, the RGHL Group recognized a foreign
currency exchange loss of $35 million during the year ended December 31, 2014 compared to a foreign currency exchange gain of $106 million
during the year ended December 31, 2013. For more information regarding the RGHL Group's financial expenses and borrowings, refer to note 9
and note 17, respectively, of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report. For more
information regarding the sensitivity of the foreign currency exchange gains and losses on the borrowings, refer to Quantitative and Qualitative
Disclosures about Market Risk Foreign Currency Exchange Rate Risk.
Income Tax Expense. We recognized an income tax benefit of $70 million on a loss before income tax of $475 million (an effective tax
rate of 15%) compared to an income tax expense of $4 million on a loss before income tax of $270 million (an effective tax rate of -1%) for the prior
year. The effective tax rate for the year ended December 31, 2014 is primarily the result of the unrecognized tax benefit of current period losses in
non-US jurisdictions. The effective tax rate for the year ended December 31, 2013 is primarily the result of (i) the mix of profits and losses in different
taxing jurisdictions and (ii) the benefit from losses in certain jurisdictions that were unable to be recognized. For a reconciliation of income tax
expense, refer to note 10 of the RGHL Groups audited consolidated financial statements included elsewhere in this annual report.
Discontinued Operations, Net of Income Tax. Adjusted EBITDA from discontinued operations was relatively flat. While revenue was
slightly down, the realized benefits from cost saving initiatives more than offset the decline.
Depreciation and Amortization. Depreciation and amortization decreased by $55 million, or 6%, primarily due to certain assets becoming
fully depreciated at Graham Packaging.
EBITDA/Adjusted EBITDA Reconciliation
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the RGHL Group is as follows:
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(In $ million) 2014 2013
Profit from operating activities 974 946
Depreciation and amortization from continuing operations 798 853
(1)
RGHL Group EBITDA from continuing operations 1,772 1,799
Included in the RGHL Group EBITDA:
Asset impairment charges 11 42
Business integration costs 3 36
Business interruption costs (1)
Equity method profit, net of cash distributed (1)
Gain on sale of businesses and properties (34) (1)
Impact of purchase price accounting on inventories 1 2
Litigation settlement (18)
Multi-employer pension plan withdrawal 14 66
Non-cash change in provisions and current assets (6) (3)
Non-cash pension expense 31 57
Operational process engineering-related consultancy costs 7 5
Plant damages and associated insurance recoveries, net (69) (7)
Related party management fee 31 30
Restructuring costs, net of reversals 45 41
Strategic review costs 18
Unrealized (gain) loss on derivatives 125 (3)
Other 5 5
RGHL Group Adjusted EBITDA(1) from continuing operations 1,935 2,068
Segment detail of Adjusted EBITDA:
Evergreen 271 247
Closures 177 162
Reynolds Consumer Products(2) 525 555
(2)
Pactiv Foodservice 553 626
Graham Packaging 446 523
Corporate/Unallocated(2)(3) (37) (45)
RGHL Group Adjusted EBITDA from continuing operations 1,935 2,068
RGHL Group Adjusted EBITDA from discontinued operations 548 544
Total Adjusted EBITDA 2,483 2,612
(2) The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 5 of the RGHL Group's
audited consolidated financial statements included elsewhere in this annual report for additional information.
(3) Corporate/Unallocated includes holding companies and certain debt issuer companies which support the entire RGHL Group and are not part of a specific segment.
It also includes eliminations of transactions between segments.
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Evergreen Segment

% of segment % of segment
(In $ million, except for %) 2014 revenue 2013 revenue Change % change
External revenue 1,597 93 % 1,553 93 % 44 3%
Inter-segment revenue 115 7% 113 7% 2 2%
Total segment revenue 1,712 100 % 1,666 100 % 46 3%
Cost of sales (1,422) (83)% (1,453) (87)% 31 (2)%
Gross profit 290 17 % 213 13 % 77 36 %
General and administration expenses (93) (5)% (85) (5)% (8) 9%
Net other income (expenses) (5) % 1 % (6) NM
Profit from operating activities 194 11 % 130 8% 64 49 %
Evergreen segment EBITDA 251 15 % 187 11 % 64 34 %
Evergreen segment Adjusted EBITDA 271 16 % 247 15 % 24 10 %
Revenue. Total segment revenue increased by $46 million, or 3%. Revenue from liquid packaging board increased by $26 million due
to $20 million in price and product mix improvements and $6 million in higher sales volume. Revenue from paper products increased by $14 million
due to $7 million in price improvements and $7 million in higher sales volume. Revenue from carton packaging increased by $6 million due to $28
million in price and product mix improvements, partially offset by $22 million in decreased sales volume.
Cost of Sales. Cost of sales decreased by $31 million, or 2%. In 2014, cost of sales included a $13 million non-cash pension expense
related to the withdrawal from a multi-employer pension plan compared to a $61 million charge in 2013. Excluding the impact of the multi-employer
pension plan withdrawal expense, cost of sales increased by $17 million, or 1%.The increase was primarily due to $12 million in increased input
costs, primarily due to increased raw material costs and higher energy costs. The increase is also due to $3 million in restructuring costs related to
the closure of a converting facility. Excluding the impact of the multi-employer pension plan withdrawal, for the years ended December 31, 2014
and 2013, raw material costs accounted for 44% and 43% of Evergreen's cost of sales, respectively.
Gross Profit. Gross profit increased by $77 million, or 36%. Excluding the impact of the multi-employer pension plan withdrawal, gross
profit increased by $29 million, or 11%, and gross profit margin for the year ended December 31, 2014 increased to 18% compared to 16%.
general and administration expenses increased by $8 million, or 9%. The increase was primarily due to a $4 million benefit in 2013 due to a reduction
in legal reserves.
Net Other. Net other changed by $6 million to net other expenses of $5 million primarily due to a $6 million change in unrealized gains
and losses on derivatives. This item has been included in the segment's Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Evergreen segment is as follows:

(In $ million) 2014 2013
Depreciation and amortization 57 57
EBITDA 251 187
Included in Evergreen segment EBITDA:
Restructuring costs, net of reversals 3
Evergreen segment Adjusted EBITDA 271 247
55
Closures Segment

External revenue 1,116 99 % 1,181 99 % (65) (6)%
Inter-segment revenue 12 1% 10 1% 2 20 %
Total segment revenue 1,128 100 % 1,191 100 % (63) (5)%
Cost of sales (937) (83)% (1,001) (84)% 64 (6)%
Gross profit 191 17 % 190 16 % 1 1%
General and administration expenses (101) (9)% (120) (10)% 19 (16)%
Net other income (expenses) 7 1% (10) (1)% 17 NM
Profit from operating activities 97 9% 60 5% 37 62 %
Closures segment EBITDA 171 15 % 137 12 % 34 25 %
Closures segment Adjusted EBITDA 177 16 % 162 14 % 15 9%
Revenue. Total segment revenue decreased by $63 million, or 5%.
Revenue in North America increased by $7 million, or 1%. The increase was primarily due to $24 million in price increases from the pass-
through of higher resin costs to customers, lower claims, increased equipment sales and improved product mix. The increase was partially offset
by $11 million in lower sales volume associated with decreased customer demand due to market conditions primarily in Mexico, and a $6 million
unfavorable foreign currency impact, primarily due to the strengthening of the dollar against the Mexican peso.
Revenue in the rest of the world decreased by $70 million, or 10%. The decrease was primarily due to the sale of the aluminum closures
business in Germany in January 2014, which reduced revenue by $55 million, and a $33 million unfavorable impact from changes in foreign currency
exchange rates, largely due to the strengthening of the dollar against the Japanese yen, Brazilian real, Argentine peso and Russian ruble, partially
offset by the strengthening of the euro against the dollar. The decrease was partially offset by approximately $19 million in product mix changes
and price improvements related to the pass-through of higher resin costs to customers.
Cost of Sales. Cost of sales decreased by $64 million, or 6%. The decrease was primarily due to $37 million in lower manufacturing
costs, reflecting the sale of the aluminum closures business in Germany and the benefit from prior year restructuring initiatives, and a $27 million
decrease due to lower sales volume. In addition, there was a $39 million favorable foreign currency impact due to the strengthening of the dollar.
The decrease was partially offset by $40 million in higher raw material costs, including resin. For the years ended December 31, 2014 and 2013,
raw material costs accounted for 64% and 61% of Closures' cost of sales, respectively.
general and administration expenses decreased by $19 million, or 16%. The decrease was primarily due to cost savings resulting from 2013
restructuring initiatives, the sale of the aluminum closures business in Germany and a favorable foreign currency impact.
Net Other. Net other changed by $17 million to net other income of $7 million primarily due to $14 million in gains on the sale of the
aluminum closures business in Germany and other properties, a $12 million decrease in asset impairment charges associated with restructuring
initiatives and $10 million in lower restructuring costs. These benefits were partially offset by a $14 million change in unrealized gains and losses
on derivatives. These items have been included in the segment's Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Closures segment is as follows:

(In $ million) 2014 2013
EBITDA 171 137
Included in Closures segment EBITDA:
Asset impairment charges, net of reversals (1) 11
Business interruption costs (1)
Gain on sale of businesses and properties (14)
Non-cash change in provisions and current assets 3
Other 1 2
Closures segment Adjusted EBITDA 177 162
56
Reynolds Consumer Products Segment

(In $ million, except for %) 2014 revenue 2013(1) revenue Change % change
Cost of sales (2,223) (77)% (2,019) (75)% (204) 10 %
Gross profit 655 23 % 689 25 % (34) (5)%
Net other income (expenses) (23) (1)% (3) % (20) NM
Profit from operating activities 396 14 % 452 17 % (56) (12)%
Reynolds Consumer Products segment
EBITDA 494 17 % 548 20 % (54) (10)%
Adjusted EBITDA 525 18 % 555 20 % (30) (5)%
Revenue. Total segment revenue increased by $170 million, or 6%. The increase was primarily due to $165 million in incremental sales
volume due to a full year of sales from Trans Western and six months of sales associated with the acquisition of Novelis Foil Products, with $28
million of the sales associated with Novelis Foil Products being made to Pactiv Foodservice. Revenue also increased due to higher pricing in
response to higher raw material costs and higher sales volume in the waste and storage products categories. The increase was partially offset by
lower sales volume in the tableware category.
Cost of Sales. Cost of sales increased by $204 million, or 10%. The increase was primarily due to incremental costs as a result of the
acquisitions and $62 million in higher raw material costs, primarily resin. For the years ended December 31, 2014 and 2013, raw material costs
accounted for 74% and 73% of Reynolds Consumer Products' cost of sales, respectively.
general and administration expenses increased by $2 million, or 1%. The increase was due to the acquisitions discussed above.
Net Other. Net other expenses increased by $20 million to $23 million. The increase was primarily due to a $21 million increase in the
unrealized loss on derivatives. This item has been included in the segment's Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Reynolds Consumer Products segment is
as follows:

(In $ million) 2014 2013(1)
EBITDA 494 548
Included in Reynolds Consumer Products segment EBITDA:
Asset impairment charges 1
Business integration costs 3
Unrealized (gain) loss on derivatives 25 4
Other (1)
Reynolds Consumer Products segment Adjusted EBITDA 525 555
57
Pactiv Foodservice Segment

(In $ million, except for %) 2014 revenue 2013(1) revenue Change % change
Inter-segment revenue 543 13 % 588 15 % (45) (8)%
Cost of sales (3,464) (86)% (3,358) (84)% (106) 3%
Gross profit 570 14 % 652 16 % (82) (13)%
Net other income (expenses) 2 % 12 % (10) (83)%
Profit from operating activities 298 7% 363 9% (65) (18)%
Pactiv Foodservice segment EBITDA 543 13 % 609 15 % (66) (11)%
Pactiv Foodservice segment Adjusted
EBITDA 553 14 % 626 16 % (73) (12)%
Revenue. Total segment revenue increased by $24 million, or 1%. External revenue increased by $69 million while inter-segment revenue
decreased by $45 million. The increase in external revenue was primarily due to $64 million in incremental sales volume driven by growth in the
cups category as a result of new business and $32 million in incremental sales volume from the acquisition of Novelis Foil Products. The increase
was partially offset by lower sales volume within the plastics category due to softness in demand compared to the prior year and the loss of sales
volume from the sale of the building products business.
Cost of Sales. Cost of sales increased by $106 million, or 3%. The increase was primarily due to $77 million in higher raw material costs,
primarily resin and due to increased sales volume. The increase was partially offset by improved operational performance driven by benefits from
continued focus on manufacturing efficiencies in pre-existing capacity. For the years ended December 31, 2014 and 2013, raw material costs
accounted for 61% and 60% of Pactiv Foodservice's cost of sales, respectively.
general and administration expenses decreased by $27 million, or 9%. The decrease was primarily due to continued efforts to lower employee-
related costs as well as expenses across various other administration expense categories.
Net Other. Net other income decreased by $10 million to $2 million. The decrease was primarily due to an $86 million change in the
unrealized gains and losses on derivatives in 2014, partially offset by a $62 million increase in net insurance recoveries. Additionally, Pactiv
Foodservice realized $20 million in gains on the sale of the building products business and other properties in the current year. These items have
been included in the segments Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Pactiv Foodservice segment is as follows:

(In $ million) 2014 2013(1)
EBITDA 543 609
Included in Pactiv Foodservice segment EBITDA:
Impact of purchase price accounting on inventories 1
Other 2
Pactiv Foodservice segment Adjusted EBITDA 553 626
58
Graham Packaging Segment

Inter-segment revenue % % %
Cost of sales (2,439) (89)% (2,685) (89)% 246 (9)%
Gross profit 306 11 % 339 11 % (33) (10)%
Net other income (expenses) 20 1% (62) (2)% 82 NM
Profit from operating activities 113 4% 73 2% 40 55 %
Graham Packaging segment EBITDA 437 16 % 448 15 % (11) (2)%
Graham Packaging segment Adjusted
EBITDA 446 16 % 523 17 % (77) (15)%
Revenue. Total segment revenue decreased by $279 million, or 9%. The decrease in revenue was primarily due to a $259 million decrease
in sales volume, primarily due to reduced volume in the household and personal care product categories as contract losses in prior years became
effective in the current year, and a decrease in end-consumer demand for certain customers' products, primarily in the food and beverage markets.
These decreases in sales volume were partially offset by the awarding of new business. Also contributing to the decline was an unfavorable foreign
currency impact of $26 million, largely due to the strengthening of the dollar against the Mexican peso, Brazilian real and Argentine peso, and a
decrease in resin pricing passed through to customers.
Cost of Sales. Cost of sales decreased by $246 million, or 9%. The decrease was primarily due to $208 million in decreased costs due
to lower sales volume, $50 million in lower depreciation expense as certain assets became fully depreciated, a $21 million favorable foreign currency
impact, a decrease in resin prices and improved operational performance. The decrease was partially offset by the impact of product mix. For the
years ended December 31, 2014 and 2013, raw material costs accounted for 57% and 58% of Graham Packaging's cost of sales, respectively.
general and administration expenses increased by $9 million, or 4%. The increase was primarily due to an increase in personnel-related costs,
restructuring costs and operational process engineering-related costs.
Net Other. Net other changed by $82 million to net other income of $20 million. The change was primarily due to a $36 million decrease
in business integration costs, a $27 million benefit related to the settlement of a legal claim and a $12 million decrease in asset impairment charges.
These items have been included in the segments Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Graham Packaging segment is as follows:

(In $ million) 2014 2013
EBITDA 437 448
Included in Graham Packaging segment EBITDA:
Litigation settlement (18)
Non-cash change in provisions and current assets (9)
Unrealized (gain) loss on derivatives 1
Graham Packaging segment Adjusted EBITDA 446 523
59
Corporate/Unallocated
For the year ended

December 31,
(In $ million, except for %) 2014 2013(1) Change % change

Gross profit (loss) 4 (2) 6 (300)%
Selling, marketing and distribution expenses/General and administration
expenses (79) (100) 21 (21)%
Net other income (expenses) (49) (30) (19) 63 %
Loss from operating activities (124) (132) 8 (6)%
Corporate/Unallocated EBITDA (124) (130) 6 (5)%
Corporate/Unallocated Adjusted EBITDA (37) (45) 8 (18)%
general and administration expenses decreased by $21 million, or 21%. The decrease was primarily due to $26 million in lower pension expense.
This item has been included in the Adjusted EBITDA calculation.
Net Other. Net other expenses increased by $19 million to $49 million. The increase was primarily due to $18 million in strategic review
costs in the current year. This item has been included in the Adjusted EBITDA calculation.
The reconciliation of loss from operating activities to EBITDA and Adjusted EBITDA for Corporate/Unallocated is as follows:

(In $ million) 2014 2013(1)
Loss from operating activities (124) (132)
Depreciation and amortization 2
EBITDA (124) (130)
Included in Corporate/Unallocated EBITDA:
Strategic review costs 18
Other 5 1
Corporate/Unallocated Adjusted EBITDA (37) (45)
60
Year Ended December 31, 2013 Compared with the Year Ended December 31, 2012
RGHL Group

% of % of
Revenue 11,752 100 % 11,758 100 % (6) %
Cost of sales (9,671) (82)% (9,660) (82)% (11) %
Gross profit 2,081 18 % 2,098 18 % (17) (1)%
General and administration expenses (1,044) (9)% (1,040) (9)% (4) %
Net other income (expenses) (92) (1)% (97) (1)% 5 (5)%
Share of profit of associates and joint ventures, net
of income tax 1 % 1 % %
Financial income 189 2% 297 3% (108) (36)%
Financial expenses (1,405) (12)% (1,683) (14)% 278 (17)%
Net financial expenses (1,216) (10)% (1,386) (12)% 170 (12)%
Profit (loss) from continuing operations before
income tax (270) (2)% (424) (4)% 154 (36)%
Income tax (expense) benefit (4) % 125 1% (129) NM
Profit (loss) from continuing operations (274) (2)% (299) (3)% 25 (8)%
Profit (loss) from discontinued operations, net of
income tax 206 NM 201 NM 5 2%
Profit (loss) for the year (68) NM (98) NM 30 (31)%
Depreciation and amortization from continuing
operations 853 7% 919 8% (66) (7)%
RGHL Group EBITDA(1) from continuing operations 1,799 15 % 1,881 16 % (82) (4)%
RGHL Group Adjusted EBITDA(1) from continuing
operations 2,068 18 % 2,056 17 % 12 1%
RGHL Group Adjusted EBITDA from discontinued
operations 544 NM 501 NM 43 9%
Total Adjusted EBITDA 2,612 NM 2,557 NM 55 2%
Revenue. Revenue was relatively flat. Revenue increased at Reynolds Consumer Products and Pactiv Foodservice primarily as a result
of increased sales volume from acquisitions and core business. The increase was offset by decreased revenue at Evergreen, Closures and Graham
Packaging primarily due to lower sales volume and the unfavorable impact of foreign currency.
Cost of Sales. Cost of sales was relatively flat. During the current year, Evergreen and Pactiv Foodservice reached agreements with
their relevant unions to withdraw from PIUMPF as of December 31, 2013. As a result, cost of sales in the current year included a non-cash expense
of $66 million for the estimated pension withdrawal liability. Additionally, cost of sales increased at Reynolds Consumer Products and Pactiv
Foodservice, primarily due to increased sales volume and higher raw material costs, and at Evergreen due to higher input and operating costs,
partially offset by lower sales volume. The negative impact of these increases were offset by decreased cost of sales at Closures and Graham
Packaging primarily due to lower sales volume and the favorable impact of foreign currency exchange rates.
general and administration expenses were relatively flat and, as a percentage of revenue, remained unchanged at 9%.
Net Other. Net other expenses decreased by $5 million. The decrease was primarily driven by a favorable impact of $40 million from
insurance recoveries, net of costs incurred, a decrease of $35 million in business acquisition and integration costs as well as operational process
engineering-related costs, a decrease of $27 million in restructuring costs presented in net other, lower asset impairment charges of $9 million and
a decrease of $8 million in SEC registration costs. The decrease was partially offset by the prior year benefit related to the $77 million gain on sale
of the Pactiv Foodservice laminating operations.
Net Financial Expenses. Net financial expenses decreased by $170 million, or 12%. The decrease was primarily due to a $161 million
decrease in losses on debt extinguishment, a $98 million decrease in interest expense and a $52 million increase in net foreign currency exchange
gains, partially offset by a $162 million decrease in net gains in fair value of embedded derivatives.
We are primarily exposed to foreign currency exchange risk that impacts the reported financial income and financial expenses of the
RGHL Group as a result of the remeasurement at each reporting date of cash and cash equivalents and indebtedness that are denominated in
currencies other than the functional currencies of the respective entities. For the years ended December 31, 2013 and 2012, the RGHL Group's
primary foreign currency exchange exposure resulted from dollar-denominated net intercompany borrowings payable offset by dollar-denominated
cash and cash equivalents in a euro functional currency entity. In addition, we are exposed to foreign currency exchange risk on certain other
intercompany borrowings between certain of our entities with different functional currencies. As a result of the changes in the prevailing foreign
61
currency exchange rates, the RGHL Group recognized a foreign currency exchange gain of $106 million during the year ended December 31, 2013
compared to a foreign currency exchange gain of $54 million during the year ended December 31, 2012. For more information regarding the RGHL
Group's financial expenses and borrowings, refer to note 9 and note 17, respectively, of the RGHL Group's audited consolidated financial statements
included elsewhere in this annual report. For more information regarding the sensitivity of the foreign currency exchange gains and losses on the
borrowings, refer to Quantitative and Qualitative Disclosures about Market Risk Foreign Currency Exchange Rate Risk.
Income Tax Expense. We recognized $4 million in income tax expense on a $270 million loss before income tax (an effective tax rate of
-1%) compared to a $125 million income tax benefit on a $424 million loss before income tax (an effective tax rate of 29%) for the prior year. The
effective tax rate for the year ended December 31, 2013 is primarily the result of (i) the mix of profits and losses in different taxing jurisdictions and
(ii) losses in certain jurisdictions unable to be recognized. The effective tax rate for the year ended December 31, 2012 is primarily the result of (i)
a one-time tax benefit for the alternative fuel mixture credit in the US and (ii) recognition of previously unrecognized non-US losses, primarily in
Luxembourg. For a reconciliation of income tax expense, refer to note 10 of the RGHL Group's audited consolidated financial statements included
elsewhere in this annual report.
Discontinued Operations, Net of Income Tax. Adjusted EBITDA from discontinued operations represents the results of SIG. Adjusted
EBITDA from discontinued operations increased $43 million, or 9%. The increase is primarily the result of higher sales volume and cash distributions
from investments in joint ventures.
Depreciation and Amortization. Depreciation and amortization decreased by $66 million, or 7%, primarily due to certain assets becoming
fully depreciated at Reynolds Consumer Products and Pactiv Foodservice.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the RGHL Group is as follows:

(In $ million) 2013 2012
Depreciation and amortization from continuing operations 853 919
RGHL Group EBITDA(1) from continuing operations 1,799 1,881
Included in the RGHL Group EBITDA:
Business acquisition and integration costs 36 61
Business interruption costs (1) 1
Multi-employer pension plan withdrawal 66
Non-cash change in provisions and current assets (3) 9
Plant damages and associated insurance recoveries, net (7) 19
SEC registration costs 8
Unrealized (gain) loss on derivatives (3) (14)
Other 5 (1)
(1)
Segment detail of Adjusted EBITDA:
Evergreen 247 233
Closures 162 187
(2)
Reynolds Consumer Products 555 558
Pactiv Foodservice(2) 626 657
Graham Packaging 523 467
Corporate/Unallocated(2)(3) (45) (46)
RGHL Group Adjusted EBITDA from discontinued operations 544 501
Total Adjusted EBITDA 2,612 2,557
62
(3) Corporate/Unallocated includes holding companies and certain debt issuer companies which support the entire RGHL Group and which are not part of a specific
segment. It also includes eliminations of transactions between segments.
Evergreen Segment

Cost of sales (1,453) (87)% (1,416) (84)% (37) 3%
Gross profit 213 13 % 269 16 % (56) (21)%
Profit from operating activities 130 8% 177 11 % (47) (27)%
Evergreen segment EBITDA 187 11 % 234 14 % (47) (20)%
Evergreen segment Adjusted EBITDA 247 15 % 233 14 % 14 6%
Revenue. Total segment revenue decreased by $19 million, or 1%. Revenue from paper products decreased $41 million due to $35
million in lower sales volume, primarily a result of lower market demand, as well as a decrease of $6 million as pricing declined in the current year.
Additionally, revenue from liquid packaging board decreased $5 million due to $4 million from price decreases and $1 million in lower sales volume.
These decreases were partially offset by an increase of $27 million in revenue from carton packaging due to an increase of $14 million in sales
volume, driven primarily by higher demand in cartons, machines and spouts and $13 million in price increases.
Cost of Sales. Cost of sales increased by $37 million, or 3%. The increase was primarily driven by a $61 million non-cash pension expense
related to the withdrawal from a multi-employer pension plan. Additionally, total input and operating costs increased approximately $18 million. The
increase was partially offset by a $42 million decrease due to lower sales volume, primarily in paper products. Excluding the current year impact of
the multi-employer pension plan withdrawal expense, for the years ended December 31, 2013 and 2012, raw material costs accounted for 43%
and 42% of Evergreen's cost of sales, respectively. While input prices were slightly higher, the increase in total raw material costs as a percentage
of cost of sales was primarily due to the change in product mix.
Gross Profit. Gross profit decreased by $56 million, or 21%. Excluding the impact of the multi-employer pension plan withdrawal expense,
gross profit would have increased by $5 million, or 2%, and gross profit margin would have remained unchanged at 16%.
general and administration expenses decreased by $12 million, or 12%. The decrease was primarily due to a $4 million reduction in legal reserves
and a decrease in other legal and professional fees and personnel costs.
Net Other. Net other income decreased by $3 million to $1 million.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Evergreen segment is as follows:

(In $ million) 2013 2012
EBITDA 187 234
Included in Evergreen segment EBITDA:
Evergreen segment Adjusted EBITDA 247 233
63
Closures Segment

Cost of sales (1,001) (84)% (1,005) (81)% 4 %
Gross profit 190 16 % 232 19 % (42) (18)%
Net other income (expenses) (10) (1)% (7) (1)% (3) 43 %
Closures segment EBITDA 137 12 % 178 14 % (41) (23)%
Closures segment Adjusted EBITDA 162 14 % 187 15 % (25) (13)%
Revenue. Total segment revenue decreased by $46 million, or 4%.
Revenue in North America decreased by $8 million, or 2%. The decrease was largely due to a $31 million impact of lower sales volume
due to decreased customer demand as a result of market conditions, partially offset by favorable changes in product mix and foreign currency
impact. Improved product mix increased revenue $19 million as a result of increased sales to the non-carbonated beverage market and decreased
sales to the water and carbonated beverage markets, and a favorable foreign currency impact of $4 million, primarily due to the strengthening of
the Mexican peso against the dollar.
Revenue in the rest of the world decreased by $38 million, or 5%. The decrease was primarily due to an unfavorable foreign currency
impact of $44 million, largely due to the strengthening of the dollar against the Japanese yen, Brazilian real and Argentine peso, partially offset by
the strengthening of the euro against the dollar. Additionally, revenue decreased $4 million due to changes in product mix and pricing related to the
pass-through of resin price changes to customers and decreased equipment and spare parts sales. The decrease was partially offset by an increase
of $10 million due to higher sales volume, which was primarily due to increased sales in the Asian and Middle Eastern regions largely due to market
share growth, partially offset by lower sales in the South American region primarily due to increased local competition.
Cost of Sales. Cost of sales decreased by $4 million. A $14 million decrease due to lower sales volume and a favorable foreign currency
impact of $35 million due to the strengthening of the dollar as noted above were mostly offset by an increase of $12 million due to changes in raw
material costs, including resin, an increase of $11 million in restructuring costs, and an increase in other manufacturing costs, including inventory
write-offs. For the years ended December 31, 2013 and 2012, raw material costs accounted for 61% and 62% of Closures' cost of sales, respectively.
general and administration expenses decreased by $2 million, or 2%. The decrease was primarily due to a favorable foreign currency impact of $3
million and cost savings associated with restructuring efforts. The decrease was partially offset by higher restructuring costs of $3 million and higher
depreciation and amortization expense of $3 million.
Net Other. Net other expenses increased by $3 million to $10 million. The change was primarily due to $4 million in expense related to
the relocation of the Brazilian operations and increased asset impairment charges of $8 million associated with the restructuring of operations,
partially offset by an increase in unrealized gains on derivatives and a decrease of $5 million in restructuring costs recorded in net other in the prior
year. These items have been included in the segment's Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Closures segment is as follows:

(In $ million) 2013 2012
EBITDA 137 178
Included in Closures segment EBITDA:
Business interruption costs (1) 1
Other 2 1
Closures segment Adjusted EBITDA 162 187
64
Reynolds Consumer Products Segment

(In $ million, except for %) 2013(1) revenue 2012(1) revenue Change % change
Cost of sales (2,019) (75)% (1,936) (74)% (83) 4%
Gross profit 689 25 % 685 26 % 4 1%
Net other income (expenses) (3) % 7 % (10) NM
Profit from operating activities 452 17 % 456 17 % (4) (1)%
EBITDA 548 20 % 560 21 % (12) (2)%
Adjusted EBITDA 555 20 % 558 21 % (3) (1)%
Revenue. Total segment revenue increased by $87 million, or 3%. The increase was driven by $42 million from higher external sales
volume across most product groups, $22 million of incremental revenue from the acquisition of Trans Western and $23 million of higher inter-
segment sales to Pactiv Foodservice.
Cost of Sales. Cost of sales increased by $83 million, or 4%. The increase was largely driven by higher sales volume and higher raw
material costs, primarily higher resin costs partially offset by lower aluminum costs. The increase was partially offset by lower depreciation expense
resulting from certain assets becoming fully depreciated. For the years ended December 31, 2013 and 2012, raw material costs accounted for 73%
and 72% of Reynolds Consumer Products' cost of sales, respectively.
general and administration expenses decreased by $2 million, or 1%.
Net Other. Net other changed by $10 million to net other expenses of $3 million. The change was primarily due to the change in unrealized
gains and losses on derivatives. This item has been included in the segment's Adjusted EBITDA calculation.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Reynolds Consumer Products segment is
as follows:

(In $ million) 2013(1) 2012(1)
EBITDA 548 560
Included in Reynolds Consumer Products segment EBITDA:
Business acquisition and integration costs 2
Operational process engineering-related consultancy costs 2
Reynolds Consumer Products segment Adjusted EBITDA 555 558
65
Pactiv Foodservice Segment

(In $ million, except for %) 2013(1) revenue 2012(1) revenue Change % change
Inter-segment revenue 588 15 % 563 14 % 25 4%
Cost of sales (3,358) (84)% (3,306) (84)% (52) 2%
Gross profit 652 16 % 633 16 % 19 3%
Profit from operating activities 363 9% 355 9% 8 2%
Pactiv Foodservice segment EBITDA 609 15 % 660 17 % (51) (8)%
Pactiv Foodservice segment Adjusted
EBITDA 626 16 % 657 17 % (31) (5)%
Pactiv Foodservices Macon, Georgia plant sustained significant damage as a result of a fire in May 2013. The Kearny, New Jersey plant
sustained significant damage as a result of Hurricane Sandy, which came ashore along the east coast of the United States in October 2012. As a
result of these events, we have incurred fixed asset impairment charges, clean up and restoration costs, relocation costs and additional procurement
costs to provide customers with replacement products until such time that the production is restored. The Kearny, New Jersey plant has been closed
and production has been shifted to other plants. The Macon, Georgia plant returned to full production in early 2014.
For the year ended December 31, 2013, costs incurred associated with the above have been included in cost of sales and net other
income. These costs have largely been offset by related insurance recoveries.
Revenue. Total segment revenue increased by $71 million, or 2%. The increase of $46 million in external revenue is the result of
incremental sales volume of $65 million driven by $58 million from business acquisitions in September 2012 and March 2013 and an increase in
net volume in the core business, partially offset by the loss of sales volume due to the Macon, Georgia manufacturing plant fire. The increase was
partially offset by a decrease of $19 million primarily related to pricing due to the timing of the pass-through of resin price changes to customers.
While revenue for the period was negatively affected by the fire at the Macon, Georgia plant and the damage at the Kearny, New Jersey
plant, there was no impact on Adjusted EBITDA related to the lost revenue because other income for the period included insurance recoveries of
$14 million for lost profits.
Cost of Sales. Cost of sales increased by $52 million, or 2%. The increase was primarily due to higher raw material costs, increased
sales volume, increased logistics costs and a $5 million non-cash pension expense related to the exit from a multi-employer pension plan. The
increase was partially offset by lower depreciation and amortization expense resulting from certain assets becoming fully depreciated, and lower
manufacturing spending largely as a result of improved operational performance driven by benefits from continued focus on manufacturing
efficiencies. For the years ended December 31, 2013 and 2012, raw material costs accounted for 60% and 56% of Pactiv Foodservice's cost of
sales, respectively.
general and administration expenses increased by $9 million, or 3%. The increase was primarily due to incremental expenses related to business
acquisitions in March 2013 and September 2012 and an increase of $3 million in restructuring costs.
Net Other. Net other income decreased by $2 million to $12 million. The change was largely due to a $77 million gain on sale of the
laminating operations in the prior year, partially offset by $40 million of insurance recoveries, net of costs incurred, related to Hurricane Sandy and
manufacturing plant fires, a decrease of $24 million in business acquisition and integration costs, a decrease of $14 million in operational process
engineering-related consultancy costs and a decrease of $4 million in asset impairment charges.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Pactiv Foodservice segment is as follows:
66
(In $ million) 2013(1) 2012(1)
EBITDA 609 660
Included in Pactiv Foodservice segment EBITDA:
Business acquisition and integration costs 24
Plant damages and associated insurance recoveries, net (7) 19
Other 2 (5)
Pactiv Foodservice segment Adjusted EBITDA 626 657
Graham Packaging Segment

% of % of
segment segment
Inter-segment revenue % % %
Cost of sales (2,685) (89)% (2,765) (91)% 80 (3)%
Gross profit 339 11 % 280 9% 59 21 %
General and administration expenses (204) (7)% (184) (6)% (20) 11 %
Net other income (expenses) (62) (2)% (82) (3)% 20 (24)%
Profit from operating activities 73 2% 14 % 59 421 %
Graham Packaging segment EBITDA 448 15 % 391 13 % 57 15 %
Graham Packaging segment Adjusted EBITDA 523 17 % 467 15 % 56 12 %
The discussion below includes a reference to actual synergies that have been achieved during the current year as a result of integrating
Graham Packaging into RGHL. These actual benefits realized resulted from a combination of cost savings, including optimization of certain raw
materials procurement for the segments, facilities consolidations, elimination of duplicative operations and overhead, improvement of supply chain
management and achievement of other efficiencies. The benefits are measured based on clear and quantifiable measures, such as observable
reductions in fixed overhead costs, the elimination of costs specific to production facilities that have been closed and the elimination of salaries and
benefits related to headcount reductions.
Revenue. Total segment revenue decreased by $21 million, or 1%. The decrease was primarily due to a $58 million decrease in sales
volume primarily due to the rationalization of certain unprofitable products and general market softness in several product categories, principally in
the food and beverage markets, partially offset by growth in emerging markets. The decrease was partially offset by an increase in resin pricing
passed through to customers and favorable changes in product mix.
Cost of Sales. Cost of sales decreased by $80 million, or 3%. The decrease was primarily due to $63 million in decreased costs due to
lower sales volume, as well as operational improvements and actual synergies realized during the current year, partially offset by an increase in
resin pricing and $10 million in restructuring costs. For each of the years ended December 31, 2013 and 2012, raw material costs accounted for
58% of Graham Packaging's cost of sales.
general and administration expenses increased by $20 million, or 11%. The increase was primarily due to an increase in personnel-related costs.
Net Other. Net other expenses decreased by $20 million to $62 million. The change was primarily due to a decrease in restructuring
costs recorded in net other, partially offset by an increase of $5 million in business acquisition and integration costs, $5 million in operational process
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engineering-related consultancy costs and $5 million in asset impairment charges. These items have been included in the segments Adjusted
EBITDA calculation. Net other was also impacted by $5 million in losses on sales of property, plant and equipment during the prior year.
The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Graham Packaging segment is as follows:

(In $ million) 2013 2012
EBITDA 448 391
Included in Graham Packaging segment EBITDA:
Business acquisition and integration costs 36 31
Other 2
Graham Packaging segment Adjusted EBITDA 523 467
Corporate/Unallocated
For the year ended

December 31,
(In $ million, except for %) 2013(1) 2012(1) Change % change

Gross profit (loss) (2) (1) (1) 100 %
Selling, marketing and distribution expenses/General and administration
expenses (100) (109) 9 (8)%
Net other income (expenses) (30) (33) 3 (9)%
Loss from operating activities (132) (143) 11 (8)%
Corporate/Unallocated EBITDA (130) (142) 12 (8)%
Corporate/Unallocated Adjusted EBITDA (45) (46) 1 (2)%
general and administration expenses decreased by $9 million, or 8%. The decrease was primarily due to reductions of $2 million in pension expense
and $2 million in related party recharges.
Net Other. Net other expenses decreased by $3 million, or 9%. The change was primarily due to $8 million of SEC registration costs in
the prior year and the current year benefit of reversing $3 million in provisions related to the expiration of a tax indemnification from a business
disposal, partially offset by a $5 million increase in related party management fees and $3 million of higher professional fees.
The reconciliation of loss from operating activities to EBITDA and Adjusted EBITDA for Corporate/Unallocated is as follows:
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(In $ million) 2013(1) 2012(1)
Loss from operating activities (132) (143)
EBITDA (130) (142)
Included in Corporate/Unallocated EBITDA:
Restructuring costs, net of reversals (1)
SEC registration costs 8
Other 1 1
Corporate/Unallocated Adjusted EBITDA (45) (46)
Differences Between the RGHL Group and Bev Pack Results of Operations
There are certain differences between the RGHL Group audited consolidated financial statements and the Bev Pack audited combined
financial statements, each included elsewhere in this annual report. Bev Pack consists of BP I, BP I's consolidated subsidiaries and BP II.
RGHL is a holding company. Consequently, there are no differences between the revenue and gross profit amounts presented in the
RGHL Group audited consolidated financial statements and the Bev Pack audited combined financial statements. The differences in the reported
profit (loss) before income tax between the RGHL Group audited consolidated financial statements and the Bev Pack audited combined financial
statements are primarily due to related party interest income and expenses that are recognized by RGHL, intercompany amounts between RGHL
and the members of Bev Pack that eliminate on consolidation of the RGHL Group, foreign currency exchange movements on the related party
balances of RGHL, management fee expense recognized by RGHL and incidental RGHL corporate expenses.
Differences between the RGHL Group statement of financial position and the Bev Pack statement of financial position are primarily
attributable to the related party receivables and borrowings of RGHL.
Differences between the RGHL Group statement of cash flows and the Bev Pack statement of cash flows primarily relate to the management
fee and share repurchase paid by RGHL.
69
Liquidity and Capital Resources
Historical Cash Flows
The following table discloses the RGHL Group's cash flows for the years presented:

(In $ million) 2014 2013 2012
Net cash flows from operating activities 881 785 918
Net cash flows used in investing activities (548) (764) (539)
Net cash flows from (used in) financing activities (96) (101) 555
Net increase (decrease) in cash and cash equivalents 237 (80) 934
Cash Flows from Operating Activities
Cash provided by operations was $881 million compared to $785 million in the prior year, an increase of $96 million. The increase was
primarily due to a reduction of $69 million in interest paid as we realized the benefits of our 2013 refinancing initiatives. We also experienced
improvements in working capital, particularly in accounts receivable and accounts payable. These improvements were partially offset by a lesser
build in provisions in the current year.
Management believes working capital as of December 31, 2014 is sufficient to meet present requirements.
Cash provided by operations was $785 million for the year ended December 31, 2013 compared to $918 million for the year ended
December 31, 2012, a decrease of $133 million. The reduction was primarily driven by our investment in working capital as a result of an increase
in receivables and inventories. This outflow was partially offset by a reduction in interest paid as we realized the benefits of our refinancing transactions
and lower premiums paid in 2013 to redeem external borrowings.
Cash Flows used in Investing Activities
Cash used in investing activities was $548 million compared to $764 million in the prior year, a decrease of $216 million. The current year
includes net cash proceeds of $80 million mainly from Pactiv Foodservices disposal of the building products business and the picks and stirrers
business. The decrease is also due to a reduction in spending on acquisitions of $67 million, a reduction in capital expenditures of $37 million and
an increase in insurance proceeds of $36 million.
Cash used in investing activities was $764 million for the year ended December 31, 2013 compared to $539 million for the year ended
December 31, 2012, an increase of $225 million. The increase was principally due to the 2013 acquisition of Trans Western for an aggregate
purchase price of $69 million, net of debt assumed, and the 2013 acquisition of Spirit for an aggregate purchase price of $32 million, while 2012
included net cash proceeds of $82 million from the sale of the Pactiv Foodservice laminating operations. Capital expenditures increased by $74
million to $724 million.
Cash Flows from (used in) Financing Activities
The net cash inflow (outflow) during each respective year is summarized as follows:

(In $ million) 2014 2013 2012
Drawdown of borrowings 169 3,966 7,689
Repayment of borrowings (228) (4,039) (7,004)
Related party borrowings (repayments) (23)
Payment of debt transaction costs (3) (25) (105)
Share repurchase (31)
Other (3) (3) (2)
Net cash inflow (outflow) (96) (101) 555
Refer to note 17 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report for additional
information related to each of our borrowings.
Capital Expenditures
Capital expenditures decreased by $37 million, or 5% in the current year. The decrease was primarily driven by Pactiv Foodservice due
to higher spending in the prior year in order to replace capacity lost as a result of the fire at the Macon, Georgia plant and the damage from Hurricane
Sandy at the Kearny, New Jersey facility. Capital expenditures incurred in the current year include $198 million related to discontinued operations.
We expect to incur approximately $550 million, of which $56 million relates to spending in the first quarter in our discontinued operation,
in capital expenditures during 2015 (excluding acquisitions) largely to support business growth, cost reduction and business maintenance. We
expect to fund these expenditures with cash flows from operations as well as from insurance proceeds. Actual capital expenditures may differ.
70
Capital expenditures increased by $74 million, or 11%, in 2013 compared to 2012. The increase was primarily driven by Pactiv Foodservice
and SIG offset by a reduction in spending by Graham Packaging. The increased spending by Pactiv Foodservice was primarily to replace capacity
lost as a result of the fire at the Macon, Georgia plant and the damage from Hurricane Sandy at the Kearny, New Jersey facility. The increase in
spending at SIG was primarily due to continued expansion in Brazil. The reduction in spending by Graham Packaging was due to lower spending
on capacity expansion and rationalization of certain product offerings resulting in lower capital requirements.
Capital Resources
We have substantial debt and debt service obligations. As of December 31, 2014, our total indebtedness of $18,026 million was comprised
of the outstanding principal amounts of our borrowings and bank overdrafts.
We have pledged assets that secure the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities. The collateral consists
of substantially all the assets of the issuers and the guarantors, including the capital stock of their subsidiaries, real property, bank accounts,
investments, receivables, equipment and inventory, intellectual property and insurance policies, subject to certain exclusions.
As of December 31, 2014, the Senior Secured Credit Facilities included revolving facilities of $120 million and 54 million ($66 million),
which were utilized in the amounts of $63 million and 15 million ($18 million), respectively, in the form of bank guarantees and letters of credit.
Certain members of the RGHL Group are parties to the Securitization Facility pursuant to which the RGHL Group can borrow up to $600
million. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of
certain members of the RGHL Group. As of December 31, 2014, the RGHL Group had drawn $405 million under the Securitization Facility.
We may from time to time seek to issue additional indebtedness depending on market conditions, our cash position requirements and
other considerations.
In addition, we may from time to time take steps to reduce our indebtedness, which may include open market repurchases and retirement
of currently outstanding indebtedness. The total amount of indebtedness that will be repurchased or retired will depend on market conditions, our
cash position requirements and other considerations.
Sources of Liquidity
Our sources of liquidity for the future are expected to be our existing cash resources, cash flows from operations, drawings under the
revolving credit facilities of our Senior Secured Credit Facilities, borrowings under the Securitization Facility and local working capital facilities. In
addition to our cash and cash equivalents, as of December 31, 2014, we had $57 million and 39 million ($48 million) available for drawing under
our revolving credit facilities. Our revolving credit facilities mature in December 2018.
Our ability to borrow under our revolving credit facilities or our other local working capital facilities may be limited by the terms of such
indebtedness or other indebtedness (including the Reynolds Notes and the 2013 Notes), including financial covenants.
As of December 31, 2014, our total indebtedness of $18,026 million was comprised of the outstanding principal amounts of our borrowings
and bank overdrafts. We anticipate using all of the currently estimated net proceeds of $4.150 billion to be received from the disposition of SIG to
repay, redeem or otherwise retire a portion of our senior indebtedness. As a result, we expect our annual cash interest obligations on our Senior
Secured Credit Facilities, our outstanding notes, the Securitization Facility and other indebtedness to decrease by approximately $300 million to
$325 million. We expect to meet our debt service obligations with our existing cash resources and cash flows from operations, which we believe
will be adequate to meet our obligations for the next year. Refer to note 17 of the RGHL Group's audited consolidated financial statements included
elsewhere in this annual report for details related to our debt and related repayment terms.
Under the indentures governing the Reynolds Notes (excluding the February 2012 Senior Notes, which no longer contain such covenants)
and the 2013 Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness
under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is
at least 2.00 to 1.00 on a pro forma basis and (i) under the indentures governing our Reynolds Senior Secured Notes, the liens securing first lien
secured indebtedness do not exceed a 3.50 to 1.00 senior secured leverage ratio, (ii) under the indentures governing our Reynolds Senior Notes
and the 2013 Senior Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio and (iii) under the
indenture governing the 2013 Senior Subordinated Notes, the liens secure senior indebtedness.
Under the credit agreement governing the Senior Secured Credit Facilities, we may incur additional indebtedness either by satisfying
certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured
indebtedness under the Senior Secured Credit Facilities and senior secured notes in lieu thereof are permitted to be incurred up to an aggregate
principal amount of $750 million subject to pro forma compliance with the Senior Secured Credit Facilities' senior secured first lien leverage ratio
covenant. In addition, we may incur incremental senior secured indebtedness under the credit agreement governing our Senior Secured Credit
Facilities and senior secured notes in an unlimited amount so long as our senior secured first lien leverage ratio does not exceed 3.50 to 1.00 on
a pro forma basis and (in the case of incremental senior secured indebtedness under the Senior Secured Credit Facilities only) we are in pro forma
compliance with the senior secured first lien leverage ratio covenant included in the credit agreement governing our Senior Secured Credit Facilities.
The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted
subject to pro forma compliance with the Senior Secured Credit Facilities' senior secured first lien leverage ratio covenant.
Under the credit agreement governing the Senior Secured Credit Facilities, we are subject to a maintenance covenant that stipulates a
maximum net senior secured first lien leverage ratio. As of the last day of each fiscal quarter, our net senior secured first lien leverage ratio must
be less than or equal to 4.50 to 1.00.
As of December 31, 2014, our net senior secured first lien leverage ratio was 3.21x as calculated for purposes of the maintenance
covenant under the credit agreement governing the Senior Secured Credit Facilities. The credit agreement governing our Senior Secured Credit
71
Facilities does not require us to include the indebtedness under the Securitization Facility in the calculation of the net senior secured first lien
leverage ratio.
The indentures governing the Reynolds Notes (excluding the February 2012 Senior Notes, which no longer contain such covenants) and
the 2013 Notes and the credit agreement governing the Senior Secured Credit Facilities also contain negative covenants. The negative covenants
include limitations, subject to agreed exceptions, on the ability of RGHL and its material subsidiaries to: incur additional indebtedness (including
guarantees); incur liens; enter into sale and lease-back transactions; make investments, loans and advances; implement mergers, consolidations
and sales of assets; make restricted payments or enter into restrictive agreements; enter into transactions with affiliates on non-arm's length terms;
change the business conducted by RGHL and its subsidiaries; prepay, or make redemptions and repurchases of specified indebtedness; amend
certain material agreements governing specified indebtedness; make certain amendments to the organizational documents of RGHL and its material
subsidiaries; change RGHL's fiscal year; and under the 2013 Notes conduct certain activities in the case of BP II and Beverage Packaging Holdings
II Issuer Inc. (the co-issuer of the 2013 Notes).
The indentures governing the Reynolds Notes and the 2013 Notes and the credit agreement governing the Senior Secured Credit Facilities
generally allow subsidiaries of RGHL to transfer funds in the form of cash dividends, loans or advances within the RGHL Group.
We believe that our cash flows from operations and our existing available cash, together with our other available external financing
sources, will be adequate to meet our future liquidity needs for the next year. We are currently in compliance with the covenants under the credit
agreement governing our Senior Secured Credit Facilities and our other outstanding indebtedness, including the Reynolds Notes and the 2013
Notes. We expect to remain in compliance with our covenants.
Our future operating performance and our ability to service or refinance the Senior Secured Credit Facilities, our outstanding notes and
other indebtedness are subject to economic conditions and financial, business and other factors, many of which are beyond our control.
Contractual Obligations
The following table summarizes our material contractual obligations as of December 31, 2014:
Payments, due by period, as of December 31, 2014

Less than one One to three Three to five Greater than
(In $ million) Total year years years five years
Trade and other payables 1,101 1,101
(1)
Financial liabilities 24,416 1,832 3,980 12,184 6,420
Operating leases 390 102 134 71 83
(2)
Unconditional capital expenditure obligations 117 117
Total contractual obligations 26,024 3,152 4,114 12,255 6,503
(1) Total repayments of financial liabilities consist of the principal amounts, fixed and floating rate interest obligations and the cash flows associated with commodity
and other derivative instruments. The exchange rate on euro-denominated borrowings and the interest rate on the floating rate debt balances have been assumed
to be the same as the rates in effect during the month of December 2014. Both the LIBOR and the Euro Interbank Offered Rate ("EURIBOR") during the month
of December 2014 were below the floor rates established in accordance with the respective agreements.
(2) Unconditional capital expenditure obligations include plant expansions at Pactiv Foodservice and growth and operational enhancements at Graham Packaging,
primarily in North America.
Beginning with the fiscal year ending December 31, 2014, the RGHL Group is required to make annual prepayments of term loans with
up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien leverage ratio is met) as determined in accordance
with the 2013 Credit Agreement, and which amounts to $64 million as of December 31, 2014. Future quarterly amortization payments are reduced
by any excess cash flow amounts.
Contingent Liabilities
The RGHL Groups financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees
(the Management Fee) of 1.5% of the RGHL Groups EBITDA (as defined in the financing agreements) for the previous year. The RGHL Group
does not have a management fee agreement with any related parties. Rank Group Limited, an entity that is also controlled by the RGHL Groups
ultimate shareholder, charged the RGHL Group a Management Fee of $39 million, $38 million and $32 million, of which $31 million, $30 million and
$25 million was included in continuing operations with the remainder included in discontinued operations for the years ended December 31, 2014,
2013 and 2012, respectively. No Management Fees have been paid in relation to the years ended December 31, 2010 and 2009, however the 2013
Credit Agreement permits the RGHL Group to pay a Management Fee of up to $37 million in respect of those years.
Off-Balance Sheet Arrangements
Other than operating leases entered into in the normal course of business, we currently have no material off-balance sheet obligations.
Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business we are subject to risks from adverse fluctuations in interest and foreign currency exchange rates and
commodity prices. We manage these risks through a combination of an appropriate mix between variable rate and fixed rate borrowings and natural
offsets of foreign currency receipts and payments, supplemented by forward foreign currency exchange contracts and commodity derivatives.
Derivative contracts are not used for trading or speculative purposes. The extent to which we use derivative instruments is dependent upon our
access to them in the financial markets and our use of other risk management methods, such as netting exposures for foreign currency exchange
72
risk and establishing sales arrangements that permit the pass-through to customers of changes in commodity prices. Our objective in managing
our exposure to market risk is to limit the impact on earnings and cash flow.
Interest Rate Risk
We had significant debt commitments outstanding as of December 31, 2014. These on-balance sheet financial instruments, to the extent
they accrue interest at variable interest rates, expose us to interest rate risk. Our interest rate risk arises primarily on significant borrowings that are
denominated in dollars and euro that are drawn under our Senior Secured Credit Facilities and our Securitization Facility. As of December 31, 2014,
the agreement governing the Senior Secured Credit Facilities included an interest rate floor of (i) 1.0% per annum on U.S. and European revolving
loans and (ii) 1.0% per annum on U.S. and European term loans. As of December 31, 2014, the Securitization Facility accrued interest at a floating
rate with no floor.
The underlying three-month LIBOR and EURIBOR as of December 31, 2014 were 0.26% and 0.08%, respectively. Based on our
outstanding debt commitments as of December 31, 2014, a one-year timeframe and all other variables, in particular foreign currency exchange
rates, remaining constant, a 100 basis point increase in interest rates would result in a $6 million increase on the interest expense on the U.S. term
loan and no material impact on the interest expense on the European term loan, respectively, under our Senior Secured Credit Facilities. A 100
basis point decrease in interest rates would have no impact on the interest expense on the U.S. or European term loans due to the LIBOR and
EURIBOR floors under our Senior Secured Credit Facilities.
Based on our outstanding debt commitments under our Securitization Facility as of December 31, 2014, a one-year timeframe and all
other variables remaining constant, a 100 basis point increase in interest rates would result in a $4 million increase in interest expense while a 100
basis point decrease in interest rates would result in a $1 million decrease in interest expense, due to the low variable rate portion of the Securitization
Facility interest rate.
Foreign Currency Exchange Rate Risk
As a result of our international operations, we are exposed to foreign currency exchange risk arising from sales, purchases, assets and
borrowings that are denominated in currencies other than the functional currencies of the respective entities.
In accordance with our treasury policy, we take advantage of natural offsets to the extent possible. Therefore, when commercially feasible,
we borrow in the same currencies in which cash flows from operations are generated. On a limited basis, we use forward exchange contracts to
hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. We generally do not hedge
our exposure to translation gains or losses in respect of our non-U.S. dollar functional currency assets or liabilities. Additionally, when considered
appropriate we may enter into forward exchange contracts to hedge foreign currency exchange risk arising from specific transactions. The following
table provides the details of our outstanding foreign currency derivative contracts as of December 31, 2014.
Contracted
Contract Contracted Counter- conversion Contracted date of
Type type Currency volume currency range maturity
Currency futures Sell Japanese yen 3,665,950,000 $ 101.00 - 102.57 Jan 2015 - Dec 2015
Currency futures Sell MXN 132,480,000 $ 14.72 Jan 2015 - Mar 2015
Currency forwards Buy Brazilian real 20,991,600 $ 2.744 Mar 2015
Currency futures Sell CA$ 109,906,616 $ 1.1328 - 1.1597 Jan 2015 - Dec 2015
Currency forwards Sell EUR 806,000,000 $ 0.8033 - 0.8222 Jan 2015 - May 2015
Currency put to forwards Sell EUR 100,000,000 $ 0.8033 May 2015
The fair values of the derivative contracts are based on quoted market prices or traded exchange market prices and represent the
estimated amounts that we would pay or receive to terminate the contracts. As of December 31, 2014, the estimated fair values of the outstanding
foreign currency exchange derivative contracts were a net asset of $25 million. During the year ended December 31, 2014, we recognized a $3
million unrealized gain in net other income (expenses) in the profit or loss component of the statement of comprehensive income related to the
outstanding foreign currency exchange derivatives.
For the year ended December 31, 2014, our primary foreign currency exchange exposure resulted from euro-denominated net
intercompany receivable in a U.S. dollar functional currency entity. The net intercompany receivable driving the exposure for this entity was primarily
due to relationships with entities presented as discontinued operations. Therefore, we do not expect the exposure to be as great in the future.
In addition, we are also exposed to foreign currency exchange risk on certain other intercompany borrowings between certain of our
entities with different functional currencies which do not have a material impact on our financial statements.
We are also exposed to foreign currency exchange risk with respect to the pending SIG sale transaction as the aggregate purchase price
is set in euros. As of December 31, 2014, we have mitigated approximately 90% of the exposure to changes in the euro against the U.S. dollar
through derivative contracts and the terms of the sale and purchase agreement.
Commodity Risk
We are exposed to commodity and other price risk principally from the purchase of resin, natural gas, electricity, raw cartonboard, aluminum,
diesel and steel. We use various strategies to manage cost exposures on certain raw material purchases with the objective of obtaining more
predictable costs for these commodities. We generally enter into commodity financial instruments or derivatives to hedge commodity prices related
to resin, aluminum, diesel and natural gas.
73
We enter into futures and swaps to hedge our exposure to commodity price fluctuations. We believe these contracts manage our price
risk by reference to the difference between the fixed contract price and the market price. The following table provides the details of our outstanding
derivative contracts as of December 31, 2014.
Contracted
Type Unit of measure volumes Contracted price range Contracted date of maturity
Resin swaps kiloliter 34,000 JPY58,690 - JPY62,970 Jan 2015 - Dec 2015
Resin swaps pound 18,000,000 $0.94 - $0.97 Jan 2015 - Dec 2015
Aluminum swaps metric tonne 45,647 $1,793 - $2,572 Jan 2015 - Sep 2017*
Aluminum swaps pound 43,375,899 $0.18 - $0.23 Jan 2015 - Sept 2015
Natural gas swaps million BTU 8,520,882 $3.35 - $4.81 Jan 2015 - Jan 2016
Ethylene swaps pound 2,285,821 $0.48 - $0.49 Jan 2015 - Apr 2015
Paraxylene swaps pound 33,498,520 $0.54 - $0.73 Jan 2015 - Jul 2015
Polymer-grade propylene
swaps pound 61,841,153 $0.62 - $0.76 Jan 2015 - Aug 2015
Benzene swaps U.S. liquid gallon 39,562,074 $3.40 - $ 4.75 Jan 2015 - Dec 2015
Diesel swaps U.S. liquid gallon 28,904,606 $3.54 - $3.88 Jan 2015 - Dec 2015
Low-density polyethylene
swaps pound 6,000,000 $1.02 Jul 2015 - Dec 2015
Linerboard swaps ton 9,000 $655 Jan 2015 - May 2015
* Includes a swap that hedges the price of aluminum for a private label customer contract that expires in September 2017.
The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and
represent the estimated amounts that we would pay or receive to terminate the contracts. As of December 31, 2014, the estimated fair values of
the outstanding commodity derivative contracts were a net liability of $130 million. During the year ended December 31, 2014, we recognized a
$134 million unrealized loss in net other income (expenses) in the profit or loss component of the statement of comprehensive income related to
the outstanding commodity derivatives.
Accounting Principles
Our financial statements are prepared in accordance with IFRS and International Financial Reporting Interpretations Committee
Interpretations as issued by the IASB.
Critical Accounting Policies
Our critical accounting policies are those that we believe are most important to the presentation of our financial position and results of
operations and that require the most difficult, subjective or complex judgments. In many cases, the accounting treatment of a particular transaction
is specifically dictated by IFRS with no need for the application of judgment. For more information, refer to note 4 of the RGHL Group's audited
consolidated financial statements included elsewhere in this annual report. In certain circumstances, however, the preparation of our consolidated
financial statements in conformity with IFRS requires us to use our judgment to make certain estimates and assumptions. These estimates affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the
reported amounts of revenue and expenses for the reporting period. We believe the policies described below are our most critical accounting
policies.
Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment
We assess the carrying values of goodwill, identifiable intangible assets, property, plant and equipment and investment properties in
accordance with IAS 36, "Impairment of Assets." Goodwill and intangibles with indefinite useful lives are assessed for impairment at least annually.
Other non-current assets are tested when a triggering event may indicate the existence of impairment. If any such indication of impairment exists,
the asset's recoverable amount is determined.
The recoverable amount of an asset or cash generating unit ("CGU") is the greater of its fair value less costs to sell and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell, the forecasted
future Adjusted EBITDA to be generated by the asset or CGU being assessed is multiplied by earnings multiples.
The estimated fair value less costs to sell of the Reynolds and Hefty trademarks have first been determined as individual assets using
the relief from royalty method.
The recoverability of goodwill is tested at the individual segment level, which is the lowest level within the RGHL Group at which goodwill
is monitored for internal management purposes. The recoverability of indefinite life intangible assets is tested at a group of CGUs that supports the
indefinite life intangible assets. For all years presented, the recoverability analysis was based on fair value less costs to sell.
In estimating fair values, we make significant judgments with respect to the revenue, forecasted 2015 Adjusted EBITDA, discount rates
and useful lives of our assets. The values assigned to key assumptions represent management's assessment of future trends in the segment's
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industry and are based on both external and internal sources. We believe we make every reasonable effort to ensure that we accurately estimate
the fair value of the assets. However, future changes in the assumptions used to make these estimates could result in the recording of an impairment
loss. For additional information, refer to note 4.1 and note 14 of the RGHL Group's audited consolidated financial statements included elsewhere
in this annual report.
Income Taxes
Determining the RGHL Group's worldwide income tax provision and income tax liability requires significant judgment and the use of
accounting estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and may be subject to
differing interpretations by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the RGHL Group's tax
positions, including evaluating uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax
strategies that we may implement, our financial position may be directly affected.
Deferred tax assets represent deductions available to reduce taxable income in future years. We evaluate the recoverability of deferred
tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings and
available tax planning strategies. The sources of income rely heavily on the use of estimates. We recognize deferred tax assets when we consider
it more likely than not that the deferred tax asset will be recoverable.
Revenue Recognition
We recognize revenue from the sale of goods when the risks and rewards of ownership have transferred to customers which occurs
either when products are shipped or when they are delivered and/or installed at a customer location. The recognition of revenue is dependent on
the terms of the individual arrangements of a sale. In arriving at net sales, we estimate the amount of deductions from sales that are likely to be
earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include
volume rebates and early payment discounts for consumer programs. In addition, in certain of our businesses, we pay slotting fees and participate
in customer pricing programs that provide price discounts to the ultimate end-users of our products in the form of redeemable coupons. Estimates
for each of these programs are based on historical and current market trends which are affected by the business seasonality and competitiveness
of promotional programs being offered. Estimates are reviewed quarterly for possible revisions. The costs for all such programs are accounted for
as a reduction in revenues. In the event that future sales deduction trends vary significantly from past or expected trends, reported sales may
increase or decrease by a material amount.
Employee Benefits
The RGHL Group operates a number of defined benefit pension plans, which define the level of pension benefit an employee will receive
on retirement. We operate defined benefit plans in several countries including the United States. We also operate post-employment medical benefit
plans in the United States. Amounts recognized under these plans are determined using actuarial valuation methods. These methods involve
assumptions regarding variables such as discount rate, expected salary increases, the retirement age of employees and their life expectancies and
future healthcare costs. These assumptions are reviewed at least annually and reflect estimates at the measurement date. Changes in these key
assumptions, including the discount rate, can have a significant impact on our defined benefit obligations, future funding requirements and post-
employment benefit costs recognized. While we believe that our assumptions are reasonable and appropriate, significant differences in actual
experience or inaccuracies in assumptions may materially affect our benefit plan obligations and future benefit plan expense. Holding all other
assumptions constant, a one-half percentage point increase in the discount rate would decrease the defined benefit obligation by $284 million and
decrease pre-tax pension expense by $8 million. A one-half percentage point decrease in the discount rate would increase the defined benefit
obligation by $313 million and increase pre-tax pension expense by $6 million. For more information, refer to note 18 of the RGHL Group's audited
consolidated financial statements included elsewhere in this annual report.
Other
We have made certain other estimates that, while not involving the same degree of judgment as the estimates described above, are
important to understanding our consolidated financial statements. These estimates are in the areas of measuring our obligations related to our legal
and warranty accruals, restructuring accruals and self-insurance accruals.
Recently Issued Accounting Pronouncements
Refer to note 3.19 of the notes to the consolidated financial statements for information regarding new and revised accounting standards
and interpretations.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.
We describe below the directors and senior management of RGHL, BP I and BP II and the senior management of our segments. Each
of RGHL, BP I and BP II is ultimately controlled by Mr. Graeme Hart.
Directors of RGHL, BP I and BP II and Senior Management of the RGHL Group
Members of the RGHL Group's senior management and the respective principal boards are as follows:
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Name Role Age
Directors:
Graeme Hart Sole indirect owner and Director of RGHL 59
Thomas Degnan Director of RGHL 67
Bryce Murray Director of RGHL 57
Gregory Cole Director of RGHL and Member of the Supervisory Boards of BP I and BP II 51
Allen Hugli Member of the Supervisory Boards of BP I and BP II 52
Andrew Liddell Member of the Supervisory Boards of BP I and BP II 47
Stewart Kam-Cheong Member of the Management Boards of BP I and BP II 52
Olivier Dorier Member of the Management Boards of BP I and BP II 46
Herman Schommarz Member of the Management Boards of BP I and BP II 44
Senior Management of the RGHL Group:
Thomas Degnan Chief Executive Officer of RGHL 67
Allen Hugli Chief Financial Officer of RGHL 52
Joseph Doyle Group Legal Counsel of RGHL 55
Rolf Stangl Chief Executive Officer of SIG (discontinued operation) 43
John Rooney Chief Executive Officer of Evergreen 51
Marshall White Chief Executive Officer of Closures 45
Lance Mitchell Chief Executive Officer of Reynolds Consumer Products 55
John McGrath Chief Executive Officer of Pactiv Foodservice 56
Malcolm Bundey Chief Executive Officer of Graham Packaging 53
RGHL has no independent directors. The directors do not serve a specified term and can be removed at any time by the indirect owner.
All the members of the management boards of BP I and BP II are independent from the RGHL Group.
Graeme Hart is the sole indirect owner and a director of RGHL. He is also the ultimate owner of CHH, which was previously listed on the
New Zealand Stock Exchange and is in the business of building supplies, pulp and paper and wood products, mainly in Australia and New Zealand,
and the ultimate owner and a director of UCI Holdings Limited and Autoparts Holdings Limited, leading suppliers to the light and heavy-duty vehicle
aftermarket for replacement parts. In addition, Mr. Hart is the sole shareholder and a director of Rank Group and a director of a number of private
investment companies.
Thomas Degnan is a director and the Chief Executive Officer of RGHL. He is also a director and officer of a number of companies within
the RGHL Group. He also served as a director of Burns, Philp & Company Pty Limited and of Carter Holt Harvey Limited while both were public
companies.
Bryce Murray is a director of RGHL. Mr. Murray is a member of the RGHL Audit Committee. In addition, he has an oversight role over a
number of the operating companies in the RGHL Group. He also is a director of Rank Group and other entities owned by Mr. Hart. He also has
primary responsibility for the operational management of the Carter Holt Harvey group of companies. He joined Rank Group in 1992 as Chief
Financial Officer and held this position until 2004. During his time with Rank Group Mr. Murray held a number of roles involving financial control,
financing, acquisitions, divestments and strategy. He also served as a director of Burns, Philp & Company Pty Limited and of Carter Holt Harvey
Limited while both were public companies. Prior to joining Rank Group, Mr. Murray was a partner with the accounting firm Deloitte Touche Tohmatsu
(New Zealand).
Gregory Cole is a director of RGHL and a member of the Supervisory Boards of BP I and BP II. Mr. Cole is a member of the RGHL Audit
Committee. In addition, he is a director and officer of a number of other companies within the RGHL Group. He is also a director of Rank Group
and other entities owned by Mr. Hart. He has been a senior executive of Rank Group since 2004. From 1994 to 2004, Mr. Cole was a partner with
Deloitte Touche Tohmatsu, a firm he joined in 1986.
Allen Hugli is the Chief Financial Officer of RGHL and a member of the Supervisory Boards of BP I and BP II. In addition, he is a director
and officer of a number of other companies within the RGHL Group. He is also the Chief Financial Officer and a director of Rank Group and a
director of other entities owned by Mr. Hart. He has been a senior executive of Rank Group since 1993. He has been the Chief Financial Officer of
Burns, Philp & Company Pty Limited since 1999. Mr. Hugli previously held positions in financial management and audit practices in Australia, Canada
and New Zealand.
Andrew Liddell is a member of the Supervisory Boards of BP I and BP II. He is also a director in the Mergers and Acquisitions team at
Rank Group, a position he has held since 2008. Prior to joining Rank Group, he spent four years as the Planning Director for Fonterra Co-operative
Group Limited, responsible for group planning, budgeting and forecasting. Prior to that, Mr. Liddell was a corporate finance partner with Deloitte
Touche Tohmatsu.
Stewart Kam-Cheong, Olivier Dorier and Herman Schommarz are the members of the Management Boards of BP I and BP II. Each of
them is a partner of MAS Luxembourg S. r.l. in Luxembourg, a firm that undertakes the management and administration of Luxembourg companies.
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Joseph Doyle is the Group Legal Counsel of RGHL. Mr. Doyle was appointed Group Legal Counsel following the Pactiv acquisition. Prior
to joining RGHL, Mr. Doyle was General Counsel for Pactiv from 2007 to 2010. Prior to joining Pactiv, he was a partner with the law firm Mayer
Brown from 2001 to 2007.
Rolf Stangl is the Chief Executive Officer of SIG, which is now classified as a discontinued operation. He was appointed the Chief Executive
Officer and a member of the SIG executive board in November 2008. Prior to such appointment, Mr. Stangl was head of Global Market Operations
of SIG Combibloc, the head of SIG Beverages from May 2007 until its divestment in April 2008 and the head of SIG Corporate Development and
Mergers and Acquisitions for the period from May 2004 to April 2007. Prior to joining SIG, Mr. Stangl was an investment director at Syntek Capital
AG, Chief Operating Officer and the founder of intainment.com AG, an internet start-up company, and a senior consultant at Roland Berger &
Partner.
John Rooney is the Chief Executive Officer of Evergreen. He was appointed the Chief Executive Officer in May 2011. Mr. Rooney has
worked at Evergreen since 1991 in a number of progressive leadership assignments including Plant Manager, International Marketing, Business
Integration and General Manager of Evergreen Packaging Equipment. Most recently, Mr. Rooney led the North American Converting and Equipment
businesses while also overseeing Sales & Operations Planning and Logistics & Distribution enterprise-wide for Evergreen.
Marshall White is the Chief Executive Officer of Closures. He was appointed the Chief Executive Officer in June 2014. Prior to such
appointment, he served as Chief Operating Officer, Vice President of North America Region and Director of Manufacturing for the North America
Region within the Closures business. Mr. White began his first role with Closures under Alcoa in November 2006. Prior to joining Closures, he
worked in various technical and leadership roles within Alcoa in the United States. Mr. White started his career with Alcoa in June 1991 as an
engineer at the Massena, New York operations.
Lance Mitchell is the Chief Executive Officer of Reynolds Consumer Products. He was appointed the Chief Executive Officer in April 2011.
Prior to such appointment, he served as President of Closures. Mr. Mitchell began his role with Closures under Alcoa in February 2006. Prior to
joining Alcoa, he was the Group Vice President of PolyOne Corporation, a global polymer services company, the general manager at BF Goodrich,
the general manager at the Geon Company and a business manager at Avery Dennison.
John McGrath is the Chief Executive Officer of Pactiv Foodservice. Mr. McGrath was appointed the Chief Executive Officer in November
2010 following the Pactiv acquisition. Prior to becoming Chief Executive Officer, Mr. McGrath served as Vice President of Sales, Marketing and
Product Development for Pactiv's foodservice and food packaging division. Formerly, Mr. McGrath has been general manager of Pactiv's food
processor business and prior to that, Vice President of Logistics. He has also held various positions in sales, marketing and product development
throughout his career. Mr. McGrath is the past chairman of the Foodservice Packaging Institute (FPI) and currently serves on the board of directors
of the International Foodservice Manufacturers Association.
Malcolm Bundey is the Chief Executive Officer of Graham Packaging. He was appointed the Chief Executive Officer of Graham Packaging
in May 2012. Prior to this appointment, Mr. Bundey served as the Chief Executive Officer of Closures from May 2011 to June 2014 and of Evergreen
from 2008 to May 2011. He has been a senior executive with Rank Group since 2003. Mr. Bundey's other appointments within Rank Group have
included Company Executive at Carter Holt Harvey Limited and Chief Financial Officer of Goodman Fielder from 2003 through 2006, when he
relocated to the United States with Rank Group in an executive capacity working on mergers and acquisitions. Prior to joining Rank Group, Mr. Bundey
was a partner with Deloitte Touche Tohmatsu (Corporate Reorganization and Management Consulting Group) for five years, ultimately working with
the firm for a total of fifteen years until September 2003.
Directors' Compensation and Service Contracts
Other than the Management Boards for BP I and BP II, no director listed in the table above has a service contract relating to his or her
position as director. Directors of RGHL and members of the Supervisory Boards of BP I and BP II do not receive compensation from the RGHL
Group or BP I and BP II, respectively, and none has a contract with the RGHL Group or BP I and BP II providing for benefits on termination of
employment. Thomas Degnan has entered into an employment agreement with Rank Group North America, Inc., a wholly-owned subsidiary of
Rank Group. While Mr. Degnan is not an employee of the RGHL Group, we expect he will continue to spend sufficient time to perform the services
of Chief Executive Officer for us.
Directors' and Senior Management's Indemnification Agreements
Rank Group and RGHL have agreed to indemnify, subject to certain conditions and limitations, the directors and certain senior managers
of the RGHL Group, as listed in the table under the heading Directors of RGHL, BP I and BP II and Senior Management of the RGHL Group
above, in respect of decisions made, or actions taken, by these individuals on behalf of certain specified companies in their capacity as directors
or senior managers of those companies on written instruction from a direct or indirect shareholder of either company in connection with certain
refinancing and restructuring transactions or the approval or execution of any resolutions or documents related thereto. The indemnification
agreements are jurisdiction and company specific agreements that provide for substantially the same terms, except that the agreements contain
different limitations on the indemnification obligations of Rank Group and RGHL.
In addition to the indemnification agreements listed above, we have also entered into indemnification agreements with certain officers
within the RGHL Group other than our senior management.
By a Deed Poll of Indemnification by Rank Group dated December 22, 2009, Rank Group indemnifies each person who, at or after the
date of the deed poll, holds the office of director or statutory officer of (inter alia) any entity which it controls incorporated in Australia or New Zealand,
including RGHL. Subject to certain limitations set out in the deed poll, including where the giving of such an indemnity is prohibited by law, each
indemnified person is indemnified against any costs he or she incurs in any proceeding that relates to liability for any act done or omission made
in his or her capacity as a director, statutory officer or employee of RGHL, in which proceeding such person is acquitted, or has judgment given in
his or her favor, or which is discontinued.
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We also issue our directors and officers insurance for directors and officers liability and legal expenses. We have not included details
about the nature of the liabilities covered or the amount of the premium paid in respect of such insurance contracts as such disclosure is prohibited
under the terms of those contracts.
Other
Board Committees
RGHL's board has appointed an Audit Committee to oversee the financial reporting process including the hiring and performance of
external auditors and to monitor the internal control process and the choice of accounting policies and principles. The members of the Audit Committee
are Mr. Gregory Cole and Mr. Bryce Murray. The Audit Committee has adopted a charter under which the Audit Committee operates. The charter
provides that the Audit Committee will be appointed annually by the board. The board may remove or replace members of the Audit Committee at
any time.
RGHL does not have a Compensation Committee.
Employees
RGHL and its subsidiaries had approximately 35,000 employees and 37,000 employees as of December 31, 2014 and 2013, respectively
(including approximately 5,000 employees in discontinued operations). Further information regarding the employees of the five segments is included
in "Item 4. Information on RGHL Business Overview."
Share Ownership
None of the directors of RGHL, BP I or BP II or the senior management of the RGHL Group hold shares in RGHL, BP I or BP II.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
Major Shareholders and Beneficial Ownership
RGHL, BP I and BP II are indirectly wholly-owned by Mr. Graeme Hart. Other than Mr. Graeme Hart, no director or member of our executive
team beneficially owns any shares of RGHL, BP I or BP II.
As of February 25, 2015, RGHL has issued 71,500,004 shares, which are all owned by Packaging Finance Limited, a New Zealand
corporation, which is 100% owned by Packaging Holdings Limited, a New Zealand corporation, which is 100% owned by Mr. Graeme Hart. BP I
has issued 425,550 shares and BP II has issued 45,840 shares, all of which are owned by RGHL.
In November 2014, RGHL repurchased 39.5 million shares for $31 million from Packaging Finance Limited, its sole shareholder.
Related Party Transactions
Other than our strategic owner, Mr. Graeme Hart, none of the directors, members of management or shareholders of the RGHL Group
has or had any interest in any transactions with us which are or were unusual in their nature or conditions or significant to our business taken as a
whole and that were effected during the current or immediately preceding fiscal year, or during any earlier fiscal year and which remain in any
respect outstanding or unperformed. No loans are outstanding from us to any director or member of management and there are no guarantees
provided by us for the benefit of any such person. In addition to the related party transactions discussed below, from time to time we enter into other
transactions with affiliates which are not material to us or our affiliates or unusual in their nature or conditions.
For purposes of the agreements referred to in this section, the Hart Group refers to (i) Mr. Graeme Hart, (ii) his spouse and members of
his immediate family (including siblings, children, grandchildren and children and grandchildren by adoption) and (iii) in the event of incompetence
or death of any of the persons described in clauses (i) and (ii) hereof, such persons transferee by will, estate, executor, administrator, committee
or other personal representative. Below is a description of certain transactions between RGHL or its affiliates, on the one hand, and other entities
owned by the Hart Group, on the other hand, in the last fiscal year through the date of this annual report.
Rank Group Loan Agreement
We are party to a loan agreement with Rank Group under which Rank Group may request and receive one or more advances up to an
aggregate amount of the New Zealand dollar equivalent of $215 million or such other amount as agreed upon by us and Rank Group. Advances
are unsecured, repayable on demand and subordinated on terms such that no payments can be made until the obligations under a Rank Group
senior secured credit facility are repaid in full. Advances due from Rank Group accrue interest at a rate based on the average 90 day New Zealand
bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by us. Refer to note 22 of the RGHL Group's
No advances or repayments were made during the year ended December 31, 2014 or the year ended December 31, 2013. During 2014
and 2013, interest was charged at 6.22% to 6.95% and 5.89% to 5.94%, respectively. As of December 31, 2014 and December 31, 2013, $330
million and $324 million, respectively, inclusive of capitalized interest, was outstanding under the loan. As of February 25, 2015, $317 million,
including capitalized interest, was outstanding under the loan.
Rank Group Management Fee
In June 2014, November 2013 and December 2012, RGHL paid fees of $39 million, $38 million and $32 million, respectively, to Rank
Group for management, consulting, monitoring and advisory services.
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Reynolds Treasury Loan Agreement
On August 23, 2011, the RGHL Group borrowed the euro equivalent of $25 million from Reynolds Treasury (NZ) Limited, an affiliate of
Rank Group. The loan bore interest at the greater of 2% and the 3-month EURIBOR rate, plus 4.875%. During 2012, interest was charged at
6.875%. The loan was repaid on June 8, 2012.
ITEM 8. FINANCIAL INFORMATION.
Consolidated Financial Statements and Other Financial Information
The consolidated financial statements and other financial information of RGHL, the combined financial statements and other financial
information of Bev Pack, and the consolidated financial statements and other financial information of BP I are contained in Financial Statements
beginning on page F-1.
Significant Changes
We have not experienced any significant changes since the date of the financial statements included elsewhere in this annual report,
except as disclosed in this annual report.
ITEM 9. THE OFFER AND LISTING.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
Constitution of RGHL
Reynolds Group Holdings Limited is incorporated under the New Zealand Companies Act 1993 (the Companies Act) and its company
number is 1812226. RGHL's purposes and objectives are not expressly stated in its constitution (the Constitution). Under the Companies Act,
RGHL has full capacity to carry on or undertake any business or activity, do any act, or enter into any transaction.
The following information includes summary descriptions of matters governed by the Constitution and is not meant to be a complete
description.
Directors
The board of directors of RGHL (the Board), is responsible for managing the business and affairs of RGHL in accordance with the
Companies Act and the Constitution, and the Board is vested with all the powers necessary to do this.
Interested Directors
A director who is interested (as that term is defined in section 139 of the Companies Act) in a transaction entered into by RGHL may:
a. vote on any matter relating to the transaction;
b. attend a meeting of the Board at which any matter relating to the transaction arises and be included among the directors present at
the meeting for the purposes of a quorum;
c. sign a document relating to the transaction on behalf of RGHL; and
d. do any other thing in his capacity as a director in relation to the transaction,
as if the director was not interested in such transaction.
Remuneration and Benefits
The Constitution provides that the Board may, if the Board is satisfied that doing so is fair to RGHL, approve compensation or loans to
Board members; however, no Board member currently receives any compensation for services as a director.
Borrowing
RGHL's directors have all the powers necessary for managing RGHL's business and affairs, including the power to borrow. There are no
restrictions in the Constitution limiting the power of the Board to borrow on behalf of RGHL.
Age Limit of Directors
There is no age limit of directors contained in the Constitution. However, the Companies Act disqualifies persons under 18 years of age
from holding office as a director of a company.
Director's Shareholding Qualification
There is no requirement for a director to hold shares in RGHL.
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Shares
Dividends
Dividends on shares can be authorized by the Board at its discretion (subject to the Companies Act and Constitution). Prior to authorizing
the payment of a dividend, the Board must be satisfied on reasonable grounds that RGHL will, immediately after payment of the dividend, satisfy
the solvency test. The amount of dividends paid on each class of shares will be determined from time to time by the Board.
Voting Rights
All shares of RGHL have equal voting rights.
Alteration of Rights
Under the Constitution and the Companies Act, the rights attaching to RGHL's shares can be varied or abrogated only with the consent
of the holders of at least 75% of the issued shares of that class that may be affected, entitled to vote and who vote on the resolution to alter the
rights.
Redemption
The Constitution allows the Board to issue shares which are redeemable.
Share in Surplus on Liquidation
On a distribution of capital in the event of liquidation, the Constitution gives shareholders the right to a proportional share in the distribution
of RGHL's surplus assets. With the approval of shareholders by ordinary resolution, the Constitution allows the liquidator of RGHL to divide amongst
the shareholders in kind the whole or any part of the assets of the company.
Share in RGHL's Profit
The Constitution does not provide shareholders with any additional rights to share in RGHL's profits other than the right to dividends and
the right to share in the distribution of RGHL's surplus assets upon the liquidation of the company.
Sinking Fund Provisions
The Constitution does not contain any sinking fund provisions.
Restrictions on Ownership
The Constitution does not contain limitations on the rights of any person to own securities.
Voting & Shareholders' Meetings
Shareholders' meetings are convened with at least 10 working days' advance notice in writing. Notice must be given to all shareholders
entitled to attend shareholders' meetings. The quorum required for such meetings is present if shareholders or their representatives are present
representing the majority of votes to be cast on the business to be transacted at the meeting. If a meeting is adjourned because of a lack of quorum,
(a) in the case of a meeting called by the Board on the written request of shareholders representing at least 5% of the voting rights entitled to be
exercised on the issue voted at the meeting, the meeting will be dissolved or (b) for any other meeting the meeting shall be adjourned for one week
and the holders of shares (or their proxies or representatives) present at the adjourned meeting will be a quorum.
An ordinary resolution requires the affirmative vote of a simple majority of the shareholders who, being entitled to do so, vote on the
resolution. Special resolutions must be passed by a majority of 75% of the votes of shareholders who are entitled to, and do, vote on the resolution.
Voting at any shareholders' meeting is by a show of hands or a vote by voice unless a poll is demanded. If the Board determines that a
meeting is held by audio or audio and visual communication, shareholders may vote at the meeting by signifying individually assent or dissent by
voice. Each shareholder will be entitled to one vote on a show of hands or a vote by voice, notwithstanding how many shares it holds. On a poll,
each shareholder will be entitled to one vote per fully paid share it holds (or, in relation to shares which are not fully paid, the equivalent fraction of
a vote).
A poll may be demanded by the chairperson or at least five holders of shares having the right to vote at the meeting. A poll may also be
demanded by any holder or holders of shares representing not less than 10% of the total voting rights of all the holders of shares having the right
to vote at the meeting or by a holder or holders of shares conferring a right to vote at the meeting and on which the aggregate amount paid up is
not less than 10% of the total amount paid up on all shares that confer that right.
A shareholder may exercise its right to vote at a meeting by attending in person or by having its proxy or representative attend the meeting.
Change of Control Provisions
The Constitution does not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of
RGHL.
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Material Contracts
Below is a summary of material contracts, other than contracts entered into in the ordinary course of business, which RGHL or any
member of the RGHL Group entered into or performed or that were otherwise outstanding during the past two years.
Financing Agreements
Below is a description of our key financing agreements, including our Senior Secured Credit Facilities, the Reynolds Notes and the 2013
Notes. Copies of the key documents to these financing agreements are filed as exhibits to this annual report. The descriptions below are qualified
in their entirety by the actual documents.
Senior Secured Credit Facilities
On November 27, 2013, RGHL and certain of its subsidiaries entered into an amendment and incremental term loan assumption agreement
which amended the Senior Secured Credit Facilities and incurred thereunder $2,213 million of term loans (the U.S. Term Loans) and 297 million
of term loans (the European Term Loans and, together with the U.S. Term Loans, the Term Loans). On November 27, 2013, concurrent with
the incurrence of the Term Loans under the Senior Secured Credit Facilities, the borrowers under the Senior Secured Credit Facilities repaid in full
the term loans then outstanding under the Senior Secured Credit Facilities. Certain terms of the Senior Secured Credit Facilities were amended,
including but not limited to: (a) extend the maturity date from September 28, 2018 to December 1, 2018; (b) reduce the applicable margin on
Eurocurrency borrowings to 3.00% for U.S. Term Loans and to 3.25% for European Term Loans; (c) remove the restrictions on the ability to repay
senior unsecured notes; and (d) increase the flexibility to repay subordinated notes within one year of maturity. The lenders under the Term Loans
also approved amendments which had the effect of providing the RGHL Group with greater flexibility to exclude certain non-U.S. subsidiaries from
the collateral and guarantee requirements under the Senior Secured Credit Facilities, subject to certain conditions. The changes described in the
immediately preceding sentence became effective upon approval of the lenders under the Revolving Loans (as defined below).
In addition, on December 27, 2013, RGHL and certain of its subsidiaries entered into a loan modification agreement which amended the
Senior Secured Credit Facilities to extend the maturity of the revolving commitments from November 5, 2014 to December 27, 2018, improve the
pricing of the revolving loans thereunder and reduce the aggregate revolving commitments denominated in euro from 80 million to 54 million (the
European Revolving Loans). The U.S. dollar revolving commitments remained unchanged at $120 million (the U.S. Revolving Loans and, together
with the European Revolving Loans, the Revolving Loans). The lenders under the Revolving Loans approved the amendments to the collateral
and guarantee requirements under the Senior Secured Credit Facilities discussed above. On December 27, 2013, the RGHL Group also released
certain of its non-U.S. subsidiaries in Australia, British Virgin Islands, Costa Rica, Hong Kong, Hungary, Japan and England and Wales from the
collateral and guarantee requirements under the Senior Secured Credit Facilities, and as a result, such subsidiaries no longer guarantee the Senior
Secured Credit Facilities and were also released from their respective guarantees of the Reynolds Notes.
Structure
As of December 31, 2014, the Senior Secured Credit Facilities consisted of the following:
$2,190 million principal amount outstanding of U.S. Term Loans which were borrowed by Reynolds Consumer Products Holdings
LLC, Reynolds Group Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and BP III (the U.S.
Term Borrowers);
294 million principal amount outstanding of European Term Loans which were borrowed by SIG Euro Holding AG & Co KGaA and
BP III (the European Term Borrowers");
a U.S. revolving credit facility of $120 million (of which up to $100 million may be drawn by way of letters of credit), which is available
to the U.S. Term Borrowers (other than Reynolds Group Holdings Inc.) and Closure Systems International Holdings Inc.; and
a European revolving credit facility of 54 million (of which up to 54 million may be drawn by way of letters of credit), which is
available to the European Term Borrowers and Closure Systems International B.V.
The remaining amount available to be borrowed as incremental loans under the Senior Secured Credit Facilities will be the greater of
$750 million aggregate principal amount (less any amounts used to incur certain specified permitted indebtedness) and the maximum amount that,
if fully drawn, would not cause the senior secured first lien leverage ratio to exceed 3.5 to 1.0 (the Incremental Facility Amount). Any borrower
may by written notice to the agent under the Senior Secured Credit Facilities indicate that it wishes to have incremental term or revolving facilities
in U.S. dollars, euro or other designated currencies in an amount of up to the Incremental Facility Amount. Such additional incremental facilities are
uncommitted, and the existing lenders may agree or decline to participate in the incremental facilities in their sole discretion. The Senior Secured
Credit Facilities provide that, to the extent incremental term loans or incremental revolving commitments are used concurrently with the incurrence
thereof to refinance term loans and revolving credit commitments outstanding under the Senior Secured Credit Facilities, such usage will not reduce
the otherwise available Incremental Facility Amount.
Incremental lenders, including the lenders under the U.S. Term Loans and the European Term Loans, share, to the extent possible, in
the collateral securing the Senior Secured Credit Facilities (and the Reynolds Senior Secured Notes) on a pari passu basis.
SIG Austria Holding GmbH was released as a borrower on February 14, 2014 but continues to guarantee the Senior Secured Credit
Facilities, the Reynolds Notes and the 2013 Notes.
Repayment, Prepayments and Amortization
The Revolving Loans will mature on December 27, 2018. The Term Loans will mature on December 1, 2018.
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In addition, the outstanding Term Loans under the Senior Secured Credit Facilities are required to be prepaid with (a) up to 50% of excess
cash flow commencing with the fiscal year ending December 31, 2014 (which will be reduced to 25% if a senior secured first lien leverage ratio is
met), (b) 100% of the net cash proceeds of certain asset dispositions (provided that a portion of the net cash proceeds of an asset disposition of
collateral may be used to prepay or repurchase the Reynolds Senior Secured Notes to the extent required under the indentures governing the
Reynolds Senior Secured Notes, as applicable), subject to certain thresholds and (c) 100% of the net proceeds of debt that is incurred in violation
of the Senior Secured Credit Facilities. On February 25, 2015, we entered into an amendment to our Senior Secured Credit Facilities, effective
upon our receipt of the proceeds from the sale of SIG, providing that net proceeds from the sale of SIG (or the sale of our Evergreen or Closures
businesses if definitive agreements with respect to such businesses are signed prior to March 31, 2016) need not be used to prepay the term loans
under our Senior Secured Credit Facilities provided the net senior secured first lien leverage under our Senior Secured Credit Facilities, pro forma
for the sale of SIG (and if applicable, the sales of Evergreen or Closures) and associated debt repayment, must not exceed a ratio of 3.50:1.00 and
(i) in the case of SIG, such net proceeds are used for debt repayment only and (ii) in the case of Evergreen and Closures, if the asset sale proceeds
are not reinvested, such net proceeds must be used for debt repayment only.
Indebtedness under the Senior Secured Credit Facilities may be voluntarily prepaid in whole or in part, subject to minimum amounts and
break funding costs.
The U.S. Term Loans will amortize in quarterly installments equal to 0.25% of the principal amount thereof outstanding on November 27,
2013 and the European Term Loans will amortize in quarterly installments equal to 0.25% of the principal amount thereof outstanding on November 27,
2013 (subject to certain adjustments) and in each case with the balance payable in full on the maturity date thereof. The first amortization payment
on the U.S. Term Loans and the European Term Loans was due on March 31, 2014.
Interest Rate and Fees
The rate of interest on loans under the Senior Secured Credit Facilities for each interest period is the percentage rate per annum equal
to the sum of:
(i) the applicable margin; and
(ii) (A) in the case of ABR borrowings, the greatest of (1) the agent's prime rate in effect from time to time, (2) the Federal funds effective
rate in effect from time to time plus 1/2 of 1.00% and (3) the Adjusted LIBO Rate (as defined in the Senior Secured Credit Facilities)
for a three-month interest period plus 1.00%;
(B) in the case of Eurocurrency borrowings denominated in U.S. dollars, the greater of (1) the LIBO Rate (as defined in the Senior
Secured Credit Facilities) for the interest period in effect multiplied by statutory reserves and (2) 1.00% per annum in the case of
the U.S. Revolving Loans or U.S. Term Loans, which we refer to as the LIBOR Floor;
(C) in the case of Eurocurrency borrowings denominated in Euro, the greater of (1) the EURIBO Rate (as defined in the Senior
Secured Credit Facilities) for the interest period in effect plus the mandatory cost and (2) 1.00% per annum in the case of the
European Revolving Loans or European Term Loans;
(D) in the case of FBR borrowings denominated in Euro, the greatest of (i) the agent's prime rate for short-term loans in Euro, (ii)
the EONIA Rate (as defined in the Senior Secured Credit Facilities) in effect on such day plus 1/2 of 1.00%, (iii) the EURIBO Rate
for a three-month interest period plus 1.00% and (iv) 3.00% per annum; and
(E) in the case of FBR borrowings denominated in a foreign currency other than Euro, the rate defined in the applicable incremental
assumption agreement.
The applicable margin with respect to the Term Loans is equal to (i) with respect to any Eurocurrency U.S. Term Loan, 3.00% per annum,
(ii) with respect to any Eurocurrency European Term Loan, 3.25% per annum, (iii) with respect to any ABR U.S. Term Loan, 2.00% per annum and
(iv) with respect to any FBR European Term Loan, 2.25% per annum.
The applicable margin with respect to the Revolving Loans will vary depending on the total leverage ratio as set out in the following table:
Total Leverage Ratio Revolving Loans - Eurocurrency Revolving Loans - Daily Rate
3.75% 2.75%
< 5.50 to 1.00 3.50% 2.50%
If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such
loan plus 2.00% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.00% per annum above the amount that
would apply to an ABR term loan that is a U.S. Term Loan.
The borrowers are required to pay a commitment fee equal to 1.00% per annum on the daily unused amounts of the U.S. and European
revolving credit facilities.
The borrowers are required to pay to each U.S. and European revolving lender a letter of credit participation fee, calculated at the rate
equal to the margin applicable to Eurocurrency loans under the revolving credit facilities, on the outstanding amount of such lender's pro rata
percentage of U.S. or European letter of credit exposure, as the case may be. The relevant borrower is also required to pay any letter of credit
issuing bank the fronting, issuing and drawing fees specified from time to time by such issuing bank.
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Guarantees and Security
All obligations under the Senior Secured Credit Facilities are or will be guaranteed by RGHL and certain of its direct and indirect subsidiaries
that guarantee the Reynolds Notes, including the borrowers under the Senior Secured Credit Facilities, the Reynolds Notes Issuers and the 2013
Notes Issuers, subject to certain legal and tax limitations and other agreed exceptions.
Total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be
25% or less of the adjusted consolidated total assets of the RGHL Group as of the last day of the most recently ended fiscal quarter of RGHL for
which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the
consolidated EBITDA of the RGHL Group for the period of four consecutive fiscal quarters of RGHL for which financial statements are available, in
each case calculated in accordance with the Senior Secured Credit Facilities (the Guarantor Coverage Test). If the RGHL Group is unable to
meet the Guarantor Coverage Test, the RGHL Group will be required to add additional subsidiary guarantors as necessary to satisfy such
requirements. Provided that the RGHL Group meets the Guarantor Coverage Test, the RGHL Group has the ability to designate certain non-U.S.
companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the Senior Secured Credit Facilities
and being released from their guarantees of the Reynolds Notes and the 2013 Notes.
All obligations under the Senior Secured Credit Facilities, and the guarantee of those obligations (as well as obligations under certain
hedging agreements, certain local working capital facilities and certain cash management obligations), are secured by certain assets of RGHL, the
borrowers and certain of the other guarantors under the Senior Secured Credit Facilities, subject to certain agreed limitations. Pursuant to the First
Lien Intercreditor Agreement, the security interests over such assets are or will be of equal priority with the liens on the same collateral securing
the Reynolds Senior Secured Notes and other future first lien obligations. The Senior Secured Credit Facilities may also have security over certain
assets that do not secure the Reynolds Senior Secured Notes.
Covenants
The Senior Secured Credit Facilities contain financial, affirmative and negative covenants that we believe are usual and customary for a
senior credit facility of this type. The negative covenants in the Senior Secured Credit Facilities include limitations (subject to agreed exceptions)
on the ability of RGHL and its material subsidiaries to:
incur additional indebtedness (including guarantees);
incur liens;
enter into sale and lease-back transactions;
make investments, loans and advances;
implement mergers, consolidations and sales of assets;
make restricted payments or enter into restrictive agreements;
enter into transactions with affiliates on non-arm's length terms;
change the business conducted by RGHL and its subsidiaries;
prepay, or make redemptions and repurchases of specified indebtedness;
amend certain material agreements governing specified indebtedness;
make certain amendments to the organizational documents of RGHL and its material subsidiaries; and
change RGHL's fiscal year.
In addition to other customary exceptions, RGHL and its subsidiaries are able to incur additional indebtedness, including the ability to
incur (a) other senior secured notes or senior secured loans, if a senior secured first lien leverage ratio of 3.50 to 1.00 is met on a pro forma basis,
(b) other senior secured or unsecured notes or senior secured or unsecured loans of up to $750 million (less the amount of any incremental loans
under the Senior Secured Credit Facilities) so long as RGHL is in pro forma compliance with its financial covenant, (c) unsecured indebtedness so
long as RGHL is in pro forma compliance with its financial covenant, (d) unsecured subordinated indebtedness so long as RGHL is in pro forma
compliance with its financial covenant, (e) certain permitted refinancing indebtedness in respect of the foregoing, in each case subject to other
customary requirements and (f) other senior secured notes, senior secured loans or senior unsecured notes where the net proceeds thereof are
used to prepay the Term Loans. Indebtedness of the type described in clauses (a), (b) and (f) and certain permitted refinancing indebtedness thereof
may be secured on a pari passu basis by the same collateral securing the Senior Secured Credit Facilities and the Reynolds Senior Secured Notes.
In addition, the Senior Secured Credit Facilities contain a maximum senior secured first lien leverage ratio covenant.
Events of Default
The Senior Secured Credit Facilities contain certain customary events of default with certain cure periods, as applicable, including:
non-payment of principal, interest or other amounts;
breach of covenants under the Senior Secured Credit Facilities and other loan documents;
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material breach of the representations or warranties;
cross-default to other material indebtedness;
bankruptcy or insolvency;
material judgments;
certain ERISA and benefits events;
actual or asserted invalidity of any material collateral or guarantee;
failure of material subordinated indebtedness to be validly subordinated;
certain subordinated indebtedness ceases to be subordinated to the Senior Secured Credit Facilities; and
a change of control (as defined in the Senior Secured Credit Facilities).
Local Facilities
We have secured and unsecured local credit facilities at our subsidiaries in a number of jurisdictions. The secured local credit facilities
are secured by the collateral under the Senior Secured Credit Facilities and the Reynolds Senior Secured Notes as well as certain other assets.
Alternatively, we may also backstop these facilities with letters of credit drawn under the revolving credit facilities included in the Senior Secured
Credit Facilities.
Reynolds Notes
As of December 31, 2014, the RGHL Group had outstanding:
$1,000 million in principal amount of 8.500% Senior Notes due 2018;
$1,500 million in principal amount of 7.125% Senior Secured Notes due 2019;
$1,000 million in principal amount of 6.875% Senior Secured Notes due 2021; and
$1,000 million in principal amount of 8.250% Senior Notes due 2021.
The Reynolds Notes are issued by the US Issuer, the US Co-Issuer and the Lux Issuer and are guaranteed by RGHL and certain of
RGHL's subsidiaries.
Change of Control
Upon a change of control, as defined in the indentures governing the Reynolds Notes, the Reynolds Notes Issuers will be required to
offer to repurchase the respective series of Reynolds Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the repurchase date, unless the Reynolds Notes Issuers have previously elected to redeem all of the applicable series of
Reynolds Notes.
Ranking of the Reynolds Notes
Reynolds Senior Secured Notes
The Reynolds Senior Secured Notes are senior secured obligations of the Reynolds Notes Issuers and:
are effectively senior to all of the unsecured indebtedness of the Reynolds Notes Issuers to the extent of the value of the collateral
securing each series of Reynolds Senior Secured Notes;
rank pari passu in right of payment with all existing and future senior indebtedness of the Reynolds Notes Issuers;
are effectively subordinated to the other first lien obligations of the Reynolds Notes Issuers (including amounts outstanding under
the Senior Secured Credit Facilities) to the extent such first lien obligations are secured by property that does not also secure the
respective series of Reynolds Senior Secured Notes to the extent of the value of all such property;
are senior in right of payment to any subordinated indebtedness of the Reynolds Notes Issuers, including the Reynolds Notes Issuers'
guarantees of the 2013 Notes; and
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are effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each
of the subsidiaries of RGHL that is not a guarantor.
The guarantees of the Reynolds Senior Secured Notes are senior obligations of each guarantor, including RGHL, and:
rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor;
are effectively subordinated to the other first lien obligations of such guarantor (including indebtedness of such guarantor outstanding
under, or with respect to its guarantee of, the Senior Secured Credit Facilities) to the extent such first lien obligations are secured
by property that does not also secure the Reynolds Senior Secured Notes to the extent of the value of all such property; and
are senior in right of payment to any subordinated indebtedness of such guarantor, including such guarantor's guarantee of the 2013
Notes.
Reynolds Senior Notes
The Reynolds Senior Notes are senior obligations of the Reynolds Notes Issuers and:
are effectively subordinated to any secured indebtedness of the Reynolds Notes Issuers to the extent of the value of the collateral
securing such indebtedness;
rank pari passu in right of payment with all existing and future senior indebtedness of the Reynolds Notes Issuers;
are senior in right of payment to any subordinated indebtedness of the Reynolds Notes Issuers, including the Reynolds Notes Issuers'
guarantees of the 2013 Senior Subordinated Notes; and
of the subsidiaries of RGHL that is not a guarantor.
The guarantees of the Reynolds Senior Notes are senior obligations of each guarantor, including RGHL, and:
rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor;
are effectively subordinated to any secured indebtedness of such guarantor to the extent of the value of the collateral securing such
indebtedness; and
are senior in right of payment to any subordinated indebtedness of such guarantor, including such guarantor's guarantee of the 2013
Senior Subordinated Notes.
Covenants
The indentures governing the other Reynolds Notes (other than the indenture governing the February 2012 Senior Notes, as to which
such covenants have been eliminated) contain covenants that, among other things, limit the ability of BP I, BP II and their restricted subsidiaries
to:
incur additional indebtedness and issue disqualified or preferred stock;
make restricted payments, including dividends or other distributions;
in the case of BP I and BP II and their respective restricted subsidiaries, enter into arrangements that limit any restricted subsidiary's
ability to pay dividends or certain other payments to BP I, BP II, or any other restricted subsidiary;
sell assets;
engage in transactions with affiliates;
create certain liens;
consolidate, merge or transfer all or substantially all of their assets; and
impair the security interests granted for the benefit of the trustee and holders of the Reynolds Senior Secured Notes.
These covenants are subject to a number of important limitations and exceptions.
Events of Default
The indentures governing the Reynolds Notes contain certain customary events of default, including:
non-payment of interest on the applicable series of Reynolds Notes for a continuous period of 30 days;
non-payment of principal or premium, if any, on the applicable series of Reynolds Notes;
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breach of any agreement in the applicable series of Reynolds Notes or the indentures governing the applicable series of Reynolds
Notes (other than failure to purchase such notes) by BP I, BP II or any Restricted Subsidiary (as defined in the respective indentures)
which is not cured within 60 days of notice;
cross-defaults or acceleration of other indebtedness of BP I, BP II, a Reynolds Notes Issuer or any Significant Subsidiary (as defined
in the respective indentures) in excess of $30 million or its foreign currency equivalent;
certain bankruptcy or insolvency events;
certain material judgments against BP I, BP II, a Reynolds Notes Issuer or a Significant Subsidiary; and
invalidity of any guarantee, and with respect to the Reynolds Senior Secured Notes, any security interest, of RGHL, BP I or a
Significant Subsidiary.
Security for the Reynolds Senior Secured Notes
Subject to the terms of the security documents, the Reynolds Senior Secured Notes and the guarantees thereof are supported by a
security interest granted on a first priority basis (subject to certain permitted liens) in certain assets of RGHL, BP I and certain of BP I's subsidiaries.
The security interests for each series of Reynolds Senior Secured Notes are of equal priority with the liens on such assets securing the Senior
Secured Credit Facilities and the other series of Reynolds Senior Secured Notes.
2013 Notes
On November 15, 2013, BP II and BP II Issuer issued $650 million principal amount of 5.625% senior notes due 2016.
On December 10, 2013, BP II and BP II Issuer issued $590 million principal amount of 6.000% senior subordinated notes due 2017.
The proceeds of the offerings of the 2013 Notes were lent to BP I under the 2013 Proceeds Loans and were used by BP I to repay
proceeds loans from BP II entered into in connection with issuance of the 2007 Notes. BP II then used the proceeds to redeem the 2007 Senior
Notes at a redemption price of 100% of the aggregate principal amount outstanding and to pay fees and expenses related to the transaction and
to redeem the 2007 Senior Subordinated Notes at a redemption price of 103.167% of the aggregate principal amount outstanding and to pay fees
and expenses related to the transaction.
The 2013 Notes are unsecured.
Interest
Interest on the 2013 Senior Notes accrues at the rate of 5.625% per annum, payable semi-annually on June 15 and December 15 of
each year, which commenced December 15, 2013. Interest on the 2013 Senior Subordinated Notes accrues at the rate of 6.000% per annum,
payable semi-annually on June 15 and December 15 of each year, which commenced June 15, 2014.
Maturity
The 2013 Senior Notes mature on December 15, 2016 and the 2013 Senior Subordinated Notes mature on June 15, 2017.
Optional Redemption
2013 Senior Notes
The 2013 Notes Issuers may redeem some or all of the 2013 Senior Notes prior to December 15, 2015, at a price equal to 100% of the
principal amount thereof, plus a make-whole premium, plus accrued and unpaid interest, if any, to the redemption date. On or after December 15,
2015, the 2013 Notes Issuers may redeem the 2013 Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the redemption date.
2013 Senior Subordinated Notes
The 2013 Notes Issuers may redeem some or all of the 2013 Senior Subordinated Notes prior to June 15, 2016, at a price equal to 100%
of the principal amount thereof, plus a make-whole premium, plus accrued and unpaid interest, if any, to the redemption date. On or after June 15,
2016, the 2013 Notes Issuers may redeem the 2013 Senior Subordinated Notes at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the redemption date.
Change of Control
Upon a change of control, as defined in the indentures governing the 2013 Notes, the 2013 Notes Issuers will be required to offer to
repurchase the 2013 Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
repurchase date, unless the 2013 Notes Issuers have previously elected to redeem all of the 2013 Senior Notes or the 2013 Senior Subordinated
Notes (as relevant).
Ranking of 2013 Senior Notes
The 2013 Senior Notes are senior obligations of the 2013 Notes Issuers and:
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rank pari passu in right of payment with all existing and future senior indebtedness of the 2013 Notes Issuers that is not subordinated
to the 2013 Senior Notes;
are senior in right of payment to all existing and future subordinated indebtedness of the 2013 Notes Issuers, including the 2013
Senior Subordinated Notes;
are effectively subordinated to any future secured indebtedness of the 2013 Notes Issuers to the extent of the value of the assets
securing such indebtedness; and
of the subsidiaries of BP I and BP II that is not a guarantor of the 2013 Senior Notes.
The 2013 Senior Notes are guaranteed on a senior subordinated basis by RGHL, BP I and certain subsidiaries of BP I. Pursuant to the
2013 Intercreditor Agreement, those guarantees:
are subordinated in right of payment to all existing and future Designated Senior Indebtedness (as defined in the indenture for the
2013 Senior Notes) of such guarantor, including indebtedness outstanding under, or in respect of its guarantee of, the Senior Secured
Credit Facilities and the Reynolds Senior Secured Notes; and
are senior in right of payment to all existing and future subordinated indebtedness of such guarantor, including such guarantors
guarantee of the 2013 Senior Subordinated Notes.
Ranking of 2013 Senior Subordinated Notes
The 2013 Senior Subordinated Notes are senior subordinated obligations of the 2013 Notes Issuers and:
are subordinated in right of payment to all existing and future senior indebtedness of the 2013 Notes Issuers, including the 2013
Senior Notes and the 2013 Notes Issuers guarantees of the Reynolds Notes and the Senior Secured Credit Facilities;
rank pari passu in right of payment with all existing and future senior subordinated indebtedness of the 2013 Notes Issuers that is
not subordinated to the 2013 Senior Subordinated Notes;
are senior in right of payment to any future subordinated indebtedness of the 2013 Notes Issuers;
are effectively subordinated to any future secured indebtedness of the 2013 Notes Issuers to the extent of the value of the assets
securing such indebtedness; and
of the subsidiaries of BP I and BP II that is not a guarantor of the 2013 Senior Subordinated Notes.
The 2013 Senior Subordinated Notes are guaranteed on a subordinated basis by RGHL, BP I and certain subsidiaries of BP I. Pursuant
to the 2013 Intercreditor Agreement and the terms of the indenture governing the 2013 Senior Subordinated Notes, those guarantees:
are subordinated in right of payment to all existing and future senior indebtedness and senior subordinated indebtedness of such
guarantor, including indebtedness outstanding under, or in respect of its guarantee of, the Senior Secured Credit Facilities and the
Reynolds Notes;
rank pari passu in right of payment with any future indebtedness of such guarantor that is expressly structured to rank equally in
right of payment to its guarantee of the 2013 Senior Subordinated Notes; and
are senior in right of payment to any future indebtedness of such guarantor that is expressly subordinated in right of payment to its
guarantee of the 2013 Senior Subordinated Notes.
Covenants
The indentures governing the 2013 Notes contain covenants that, among other things, limit the ability of BP I, BP II and their restricted
subsidiaries to:
incur additional indebtedness and issue disqualified or preferred stock;
make restricted payments, including dividends or other distributions;
in the case of BP I and BP II and their respective restricted subsidiaries, enter into arrangements that limit any restricted subsidiary's
ability to pay dividends or certain other payments to BP I, BP II, or any other restricted subsidiary;
sell assets;
engage in transactions with affiliates;
create certain liens; and
consolidate, merge or transfer all or substantially all of their assets.
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These covenants are subject to a number of important limitations and exceptions.
Events of Default
The indentures governing the 2013 Notes contain certain customary events of default, including:
non-payment of interest on the applicable 2013 Notes for a continuous period of 30 days;
non-payment of principal or premium, if any, on the applicable 2013 Notes;
breach of any agreement contained in the applicable 2013 Notes or the indentures related thereto (other than failure to purchase
notes) by BP I, the 2013 Notes Issuers or any Restricted Subsidiary (as defined in the indentures governing the 2013 Notes) which
is not cured within 60 days of notice;
cross-defaults or acceleration of other indebtedness of BP I, a 2013 Notes Issuer or any Significant Subsidiary (as defined in the
indentures governing the 2013 Notes) in excess of $30 million or its foreign currency equivalent;
certain bankruptcy or insolvency events;
certain material judgments against BP I, a 2013 Notes Issuer or a Significant Subsidiary; and
invalidity of any guarantee of RGHL, BP I or a Significant Subsidiary, subject to certain exceptions.
First Lien Intercreditor Agreement
The collateral agents under the Senior Secured Credit Facilities (Collateral Agents), the trustees for the holders of the Reynolds Senior
Secured Notes, the administrative agent under the Senior Secured Credit Facilities, as representative for the secured parties under the Senior
Secured Credit Facilities, RGHL and certain of its subsidiaries entered into the First Lien Intercreditor Agreement, which sets forth the relative rights
and obligations of the lenders under the Senior Secured Credit Facilities and certain local working capital facilities, certain hedging providers and
cash management services providers, and the holders of the Reynolds Senior Secured Notes with respect to Shared Collateral. This summary of
the First Lien Intercreditor Agreement uses the following terms:
Collateral means all assets and properties subject to liens created pursuant to any security document to secure one or more series
of Obligations.
Liens means with respect to any assets or property, any mortgage, lien (statutory or others), pledge, charge, hypothecation,
assignment, security interest or similar encumbrance.
Obligations means (i) with respect to the Reynolds Senior Secured Notes, any principal, interest, penalties, fees, indemnifications,
reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances),
damages and other liabilities payable under the documentation governing any such indebtedness; (ii) with respect to the Senior
Secured Credit Facilities, the due and punctual payment of (a) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding) on the loans, when and as due, whether at maturity or by acceleration, upon one or more dates set for prepayment
or otherwise, (b) each payment required to be made by the borrowers, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash collateral, (c) all other monetary obligations of
the borrowers to any of the secured parties under the Senior Secured Credit Facilities, and each of the other loan documents,
including fees, costs, expenses and indemnities, (d) the due and punctual payment and performance of all obligations of the borrowers,
RGHL and its subsidiaries that are guarantors under the loan documents, hedging agreements, local facility agreements and
agreements providing for cash management services, and (e) obligations under additional agreements pursuant to which other first
lien obligations are incurred; and (iii) certain additional obligations designated Additional Obligations pursuant to the terms of the
First Lien Intercreditor Agreement.
Security Document means each agreement, instrument or other document entered into in favor of the Collateral Agents, or the
Collateral Agents and any of the other secured parties under the Senior Secured Credit Facilities, and any agreements pursuant to
which other first lien obligations are incurred, for purposes of securing any series of Obligations, including the indentures governing
the Reynolds Senior Secured Notes.
Shared Collateral means, at any time, Collateral in which the holders of two or more series of Obligations (or their respective
representatives) hold a valid security interest and any cash or other assets received in connection with the enforcement of any
guarantee held by two or more series of Obligations (or their respective representatives).
The First Lien Intercreditor Agreement may be amended from time to time without the consent of the secured parties thereto to add other
secured parties, including the Trustee, as representative of the holders of the notes, to whom we owe first lien obligations permitted to be incurred
under the indentures governing the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities and to the agreements governing
Additional Obligations, if any.
Designation of the Applicable Representative
Under the First Lien Intercreditor Agreement, as described below, the Applicable Representative has the right to direct the Collateral
Agents to initiate foreclosures, release liens in accordance with the Senior Secured Credit Facilities and the indentures governing the Reynolds
Senior Secured Notes, and take other actions with respect to the Shared Collateral, and the representatives of other series of Obligations party to
the First Lien Intercreditor Agreement have no right to direct the Collateral Agent to take actions with respect to the Shared Collateral.
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Initially the Applicable Representative is the administrative agent under the Senior Secured Credit Facilities. As long as such administrative
agent is the Applicable Representative, the Trustee, as representative of the secured noteholders, will have no rights to direct the Collateral Agent
to take any action under the First Lien Intercreditor Agreement.
The administrative agent under the Senior Secured Credit Facilities will remain the Applicable Representative until the earlier of:
1. the discharge of our Obligations under the Senior Secured Credit Facilities; and
2. the Cut-Off Date (as defined below), unless the Cut-Off Date has been stayed, deemed not to have occurred or rescinded pursuant
to the definition thereof.
After such date, the Applicable Representative will be the representative of the series of Obligations that constitutes the largest outstanding
principal amount of any then outstanding series of Obligations whose representative is party to the First Lien Intercreditor Agreement, other than
the Obligations under the Senior Secured Credit Facilities, with respect to the Shared Collateral (the Non-Controlling Representative).
The Cut-Off Date means, with respect to any Non-Controlling Representative, the date which is at least 90 days (throughout which 90-
day period such person was the Non-Controlling Representative) after the occurrence of both (i) an Event of Default (under and as defined in the
instrument under which such Non-Controlling Representative is appointed as the representative) and (ii) the Collateral Agent's and each other
relevant representative's receipt of written notice from such Non-Controlling Representative certifying that (x) such an Event of Default has occurred
and is continuing and (y) the Obligations of the series with respect to which such Non-Controlling Representative is the representative are currently
due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable instrument governing
such Obligations; provided, however, that the Cut-Off Date shall be stayed and shall not occur and shall be deemed not to have occurred and be
rescinded (1) at any time the administrative agent under the Senior Secured Credit Facilities or the Collateral Agent has commenced and is diligently
pursuing any enforcement action with respect to any Shared Collateral or (2) at any time any grantor which has granted a security interest in such
Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.
Role of the Applicable Representative
Pursuant to the First Lien Intercreditor Agreement:
i. the Applicable Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to
the Shared Collateral;
ii. the Collateral Agent shall not follow any instructions with respect to the Shared Collateral from any representative of any Non-
Controlling Secured Party (as defined below) or other party to the First Lien Intercreditor Agreement (other than the Applicable
Representative); and
iii. no representative of any Non-Controlling Secured Party or other party to the First Lien Intercreditor Agreement (other than the
Applicable Representative) will instruct the Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with
respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession
of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or
take any other action available to it in respect of, any Shared Collateral.
A Non-Controlling Secured Party means any secured party whose representative is not the Applicable Representative. So long as the
administrative agent under the Senior Secured Credit Facilities is the Applicable Representative, the holders of the various series of the Reynolds
Senior Secured Notes will be Non-Controlling Secured Parties. After the discharge of the obligations with respect to the Senior Secured Credit
Facilities whether on enforcement or repayment (other than repayment with indebtedness incurred under an agreement designated as a Credit
Agreement for the purposes of the First Lien Intercreditor Agreement), at which time the parties to the Senior Secured Credit Facilities will no longer
have the right to direct the actions of any collateral agent with respect to the collateral pursuant to the First Lien Intercreditor Agreement, that right
passes to the authorized representative of holders of the next largest outstanding principal amount of indebtedness secured by a first lien on the
collateral. To the extent that the outstanding principal amount of any series of secured notes or loans that participate in the collateral sharing
arrangements under the First Lien Intercreditor Agreement is greater than the outstanding principal amount of the notes, the trustee or agent under
the indenture or agreement governing such notes or loans, as representative of the holders of such indebtedness, would be the Non-Controlling
Representative and would become the Applicable Representative if the Cut-Off Date occurred on such date.
Notwithstanding the equal priority of the liens on any Shared Collateral, the Collateral Agent, acting on the instructions of the Applicable
Representative, may deal with the Collateral as if the Applicable Representative had a senior lien on such Collateral. No representative of any Non-
Controlling Secured Party may contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent or any exercise
by the Collateral Agent of any rights and remedies relating to the Shared Collateral. Each representative of each series of Obligations party to the
First Lien Intercreditor Agreement will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation
proceeding), the perfection, priority, validity or enforceability of a lien held by or on behalf of any of the secured parties in all or any part of the Shared
Collateral, or the provisions of the First Lien Intercreditor Agreement.
In addition, each representative of each series of Obligations party to the First Lien Intercreditor Agreement (i) will not take or cause to
be taken any action the purpose or intent of which is, or could be, to interfere with, hinder or delay, in any manner, whether by judicial proceedings
or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent (acting on the instructions of the Applicable
Representative), (ii) will not institute any suit or assert in any insolvency or litigation proceeding or other proceeding or any claim against the Collateral
Agent or any other secured party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to
any Shared Collateral, (iii) will not seek, and waives any right to have, any Shared Collateral or any part thereof marshaled upon any foreclosure
or other disposition of such Shared Collateral and (iv) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge
the enforceability of any provision of the First Lien Intercreditor Agreement.
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Distribution of Enforcement Proceeds
If an Event of Default (under and as defined in an instrument pursuant to which a series of Obligations whose representative is party to
the First Lien Intercreditor Agreement is incurred) has occurred and is continuing and the Collateral Agent or any Secured Party is taking action to
enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any insolvency or liquidation
proceeding of any grantor of Collateral or otherwise, or the Collateral Agent or any secured party receives any payment pursuant to any intercreditor
agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other
liquidation or disposition of any such Shared Collateral received by the Collateral Agent or any secured party and the proceeds of any such distribution,
shall be applied as follows:
A. first, in the following order:
i. initially, to the payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the terms of the
First Lien Intercreditor Agreement and any instrument pursuant to which a series of Obligations whose representative is
party to the First Lien Intercreditor Agreement is incurred; and
ii. next, subject to certain limited exceptions, to the payment in full of the Obligations of each series of Obligations whose
representative is party to the First Lien Intercreditor Agreement on a ratable basis in accordance with the amounts of such
Obligations and the terms of the applicable instrument pursuant to which such Obligations have been incurred;
B. second, after the discharge of the Obligations identified in clause (A), to the relevant grantor.
Turnover
If any representative of any series of Obligations party to the First Lien Intercreditor Agreement obtains possession of any Shared Collateral
or realizes any proceeds or payment in respect of any such Shared Collateral, pursuant to any Security Document or by the exercise of any rights
available to it under applicable law or in any insolvency or liquidation proceeding or through any other exercise of remedies (including pursuant to
any intercreditor agreement), at any time prior to the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor
Agreement, then such representative shall hold such Shared Collateral, proceeds or payment in trust for the other parties to the First Lien Intercreditor
Agreement and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in
accordance with the provisions described in the immediately preceding paragraph.
Additional Liens
So long as the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement has not
occurred, subject to certain limited exceptions, none of the grantors shall, or shall permit any of its subsidiaries to, without the consent of the
Collateral Agent (acting upon the instructions of the Applicable Representative) grant or permit any additional liens on any asset to secure any
additional series of Obligations whose representative becomes party to the First Lien Intercreditor Agreement unless it has granted, or concurrently
therewith grants, a lien on such asset to secure the Obligations in favor of all other series.
Automatic Release of Liens
If, at any time, the Collateral Agent (acting on the instructions of the Applicable Representative) forecloses upon or otherwise exercises
remedies against any Shared Collateral, and in connection therewith takes action to release any Liens over such Shared Collateral, then (whether
or not any insolvency or liquidation proceeding is pending at the time) the liens in favor of the Collateral Agent for the benefit of the secured parties
upon such Shared Collateral will automatically be released and discharged; provided that any proceeds of any Shared Collateral realized therefrom
shall be applied as described in - Distribution of Enforcement Proceeds above. If, at any time, the Collateral Agent forecloses upon or otherwise
exercises remedies against any Shared Collateral, and in connection therewith substantially all the equity interests of any guarantor are sold or
transferred, then (whether or not any insolvency or liquidation proceeding is pending at the time) the guarantee of such guarantor shall be released,
discharged and terminated without any further action by any secured party required.
Exculpatory Provisions in Favor of Collateral Agent
The First Lien Intercreditor Agreement provides that the Collateral Agent shall not have any duties or obligations except those expressly
set forth therein and in the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent:
i. shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;
ii. shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the First Lien Intercreditor Agreement or by the other Security Documents that the Collateral Agent is
required to exercise as directed in writing by the Applicable Representative; provided that the Collateral Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to
any Security Document or applicable law;
iii. shall not, except as expressly set forth in the First Lien Intercreditor Agreement and in the other Security Documents, have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating to a grantor or any of its affiliates that is
communicated to or obtained by the Collateral Agent or any of its affiliates in any capacity;
iv. shall not be liable for any action taken or not taken by it (1) with the consent or at the request of the Applicable Representative or
(2) in the absence of its own gross negligence or willful misconduct or (3) in reliance on a certificate of an authorized officer of RGHL
stating that such action is permitted by the terms of the First Lien Intercreditor Agreement;
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v. shall be deemed not to have knowledge of any Event of Default under any series of Obligations unless and until notice describing
such Event of Default is given to the Collateral Agent by the representative of such Obligations or a grantor;
vi. shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in
connection with the First Lien Intercreditor Agreement or any other Security Document, (2) the contents of any certificate, report or
other document delivered under the First Lien Intercreditor Agreement or any other Security Document, (3) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth in the First Lien Intercreditor Agreement or
any other Security Document, or the occurrence of any default or event of default, (4) the validity, enforceability, effectiveness or
genuineness of the First Lien Intercreditor Agreement, any other Security Document or any other agreement, instrument or document,
or the creation, perfection or priority of any lien purported to be created by the Security Documents or (5) the value or the sufficiency
of any Collateral for any series of Obligations, including the Reynolds Senior Secured Notes; and
vii. shall not be required to expend, advance or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties under the First Lien Intercreditor Agreement or in any of the Security Documents or in the exercise of any of its rights or
powers under the First Lien Intercreditor Agreement or under any of the Security Documents unless it is indemnified to its satisfaction,
and the Collateral Agent shall have no liability to any person for any loss occasioned by any delay in taking or failure to take any
such action while it is awaiting an indemnity satisfactory to it.
2013 Intercreditor Agreement
In connection with the issuance of the 2013 Notes, RGHL and certain members of the RGHL Group entered into a new intercreditor
agreement to establish the relative rights between certain secured creditors of the RGHL Group including lenders under the Senior Secured Credit
Facilities, the holders of the Reynolds Senior Secured Notes, the holders of the 2013 Notes, RGHL, BP II, BP I and any borrowers, issuers and
guarantors of the Reynolds Senior Secured Notes, the Senior Secured Credit Facilities or the 2013 Notes (the 2013 Intercreditor Agreement).
Subordination of the 2013 Note Guarantees and Standstill on Enforcement Action
Although the 2013 Notes benefit from guarantees from RGHL and certain of its consolidated subsidiaries (the 2013 Note Guarantees),
the 2013 Note Guarantees are expressly subordinated in right of payment to secured indebtedness of the companies providing those guarantees
(the 2013 Note Guarantors), including the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities. The 2013 Intercreditor
Agreement provides that no Enforcement Action (as defined below) may be taken in respect of the 2013 Note Guarantees (other than the 2013
Note Guarantee of RGHL), unless and until:
(1) an event of default under the indentures governing the 2013 Notes has occurred and the relevant trustee for the 2013 Notes has sent
written notice to the Applicable Representative (as defined in the 2013 Intercreditor Agreement) of such event of default (the date on which such
written notice has been given, the Notice Date) and the Standstill Period (as defined below) has expired;
(2) the Applicable Representative has (i) accelerated the amounts owed by an obligor under the Senior Secured Credit Facilities or (ii)
demanded payment under any guarantee by a 2013 Note Guarantor (other than RGHL) or (iii) taken any action to enforce any security interest or
lien granted by a 2013 Note Guarantor (other than RGHL) securing obligations under such Senior Obligations (as defined in the 2013 Intercreditor
Agreement) with a view to realization of such security interest or lien (which shall not include any action to perfect such security interest or lien);
(3) a court or other relevant body has made an order for the liquidation, moratorium of payments, bankruptcy, insolvent reorganization,
insolvency, examination, administration, receivership (or other similar event) of a 2013 Note Guarantor (or all or substantially all of its properties)
or the shareholders or board of directors of a 2013 Note Guarantor have passed a resolution (other than at the request or direction of any trustee
for the 2013 Notes or holders thereof) for the liquidation, dissolution or winding-up of such 2013 Note Guarantor that results in the appointment of
a liquidator, administrator, examiner, receiver, trustee in bankruptcy or other similar official in relation to such 2013 Note Guarantor;
(4) there is a failure to repay the 2013 Notes on the applicable maturity date; or
(5) the Applicable Representative has given its prior consent to the taking of the relevant Enforcement Action.
The Standstill Period, with respect to each 2013 Note Guarantee, is the period commencing on the Notice Date and ending on the first
to occur of:
(1) the date falling 179 days after the Notice Date; and
(2) the expiry of any other Standstill Period outstanding at the date the Standstill Period commenced.
Enforcement Action means, with respect to any indebtedness of a 2013 Note Guarantor (other than RGHL), any action (whether taken
by the relevant creditor or creditors or an agent or trustee on its or their behalf) to (a) demand payment, declare prematurely due and payable or
otherwise seek to accelerate payment of all or any part of such Indebtedness; or (b) recover all or any part of such Indebtedness (including by
exercising any rights of set-off or combination of accounts); or (c) exercise or enforce any rights under or pursuant to any guarantee, indemnity or
other similar assurance against loss given by a 2013 Note Guarantor (other than RGHL) in respect of such Indebtedness; or (d) exercise or enforce
any rights under any security interest over assets of a 2013 Note Guarantor (other than RGHL) whatsoever which secures such Indebtedness; or
(e) commence legal proceedings against any 2013 Note Guarantor (other than RGHL) to recover any monies; or (f) commence, or take any other
steps which could reasonably be expected to lead to the commencement of, any Insolvency Proceedings (as defined below) in relation to a 2013
Note Guarantor (other than RGHL); provided, however, that, the following shall not constitute Enforcement Action:
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(1) the taking of any action (not falling within any of clauses (a) to (f) inclusive above) necessary to preserve the validity and existence
of claims, including the registration of such claims before any court or governmental authority;
(2) to the extent entitled by law, the taking of action against any creditor (or any agent, trustee or receiver acting on behalf of such creditor)
to challenge the basis on which any sale or disposal is to take place pursuant to powers granted to such persons under any security documentation;
(3) bringing legal proceedings against any person (i) in connection with any securities violation or common law fraud or (ii) to restrain any
actual or putative breach of the Credit Documents (under and as defined in the First Lien Intercreditor Agreement), the 2013 Notes, the indentures
governing the 2013 Notes, the 2013 Note Guarantee or the 2013 Intercreditor Agreement or for specific performance with no claim for damages;
or
(4) allegations of material misstatements or omissions made in connection with the offering materials relating to the 2013 Notes or in
reports furnished to creditors under the 2013 Notes or any exchange on which the 2013 Notes are listed pursuant to information and reporting
requirements under the indentures governing the 2013 Notes.
Insolvency Proceedings means any proceedings or steps for (a) the insolvency, liquidation, dissolution, winding-up, administration,
examination, receivership, moratorium of payments, compulsory merger or judicial reorganization of any company or judicial liquidation or any court
order for any of the foregoing; or (b) the appointment of a trustee in bankruptcy, or insolvency conciliator, ad hoc official, an administrator, an
examiner, a receiver, a liquidator or other similar officer of any company; or (c) any other similar process or appointment.
Payment Blockage Provisions Relating to the 2013 Note Guarantees
Without prejudice to any payments under the 2013 Note Guarantees that are permitted in the circumstances described above under -
Subordination of the 2013 Note Guarantees and Standstill on Enforcement Action, but subject to certain fees and costs payable to the trustees for
the 2013 Notes, the 2013 Intercreditor Agreement provides that the 2013 Note Guarantors may not make any payment in respect of the 2013 Notes
pursuant to the 2013 Note Guarantees unless:
(1) on the date falling 2 days prior to the date of payment there is no outstanding payment default on Senior Obligations and no outstanding
Payment Blockage Notice (as defined below); and
(2) such payment is applied in making certain permitted payments in respect of the 2013 Notes, including in respect of interest, default
interest, additional amounts under tax gross-up and currency indemnity provisions, certain amounts payable to the trustees for the 2013 Notes and
the principal amount of the 2013 Notes on the applicable maturity date.
If an event of default (other than a payment event of default) occurs and is continuing under any Senior Obligations, the Applicable
Representative may, within 45 days of the occurrence of any such event of default, serve a written notice (a Payment Blockage Notice) to each
trustee for the 2013 Notes and BP I. A Payment Blockage Notice shall be outstanding from the date of service of the same to the earliest to occur
of:
(1) the date on which the event of default in respect of which such Payment Blockage Notice is served is cured or waived;
(2) the date on which the Applicable Representative notifies each trustee for the 2013 Notes and BP I that the Payment Blockage Notice
is canceled;
(3) the date that the Senior Obligations are discharged;
(4) the date that is 179 days after the service of such Payment Blockage Notice;
(5) the expiry of any Standstill Period in existence at the date of service of the Payment Blockage Notice; and
(6) the date on which the trustees for the 2013 Notes on behalf of the relevant holders of the 2013 Notes takes any Enforcement Action
permitted pursuant to the indentures governing the 2013 Notes and the 2013 Intercreditor Agreement.
Only one Payment Blockage Notice may be served in any consecutive 360 day period, only one Payment Blockage Notice may be served
in respect of any one event of default and no Payment Blockage Notice may be issued in respect of an event of default which is outstanding as at
the time at which an earlier Payment Blockage Notice was issued.
Trustee Receipts
If at any time on or before the date that the Senior Obligations are discharged, any trustee for the 2013 Notes receives or recovers a
payment or distribution of, or on account of:
(1) any Enforcement Action against a 2013 Note Guarantor in contravention of the 2013 Intercreditor Agreement;
(2) the 2013 Notes as a result of any 2013 Notes Issuer receiving or recovering an amount from a 2013 Note Guarantor or under any
2013 Proceeds Loan in contravention of the 2013 Intercreditor Agreement; or
(3) any set-off in respect of the 2013 Note Guarantees which is prohibited by the 2013 Intercreditor Agreement,
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it shall hold such amounts for the creditors under such Senior Obligations and pay such amount to the Applicable Representative acting
for such creditors under the 2013 Intercreditor Agreement for application in the following order:
first, for application towards the obligations under the first lien Senior Obligations on a ratable basis in accordance with the amount of
such obligations and the terms of the applicable agreement and to each trustee for the 2013 Notes for application toward certain amounts owed to
it that are then due, all such amounts to be payable on a pari passu basis;
second, for application towards the other Senior Obligations on a ratable basis in accordance with the amount of such obligations and
the terms of the applicable agreements; and
third, after discharge in full of the Senior Obligations, any surplus shall be paid to each trustee for the 2013 Notes for application as set
forth in the applicable indenture governing the 2013 Notes (the terms of which provide that all amounts owed to the trustee thereunder shall be paid
first, prior to the holders of the 2013 Notes);
provided, however, that any trustee for the 2013 Notes shall only have an obligation to turn-over or repay amounts received or recovered
by it if (i) it had actual knowledge that the receipt or recovery was an amount received in breach of the 2013 Intercreditor Agreement and (ii) to the
extent that, prior to receiving that knowledge, it has not distributed such amount to the relevant holders of the 2013 Notes in accordance with the
relevant indenture governing the 2013 Notes. Each trustee for the 2013 Notes is entitled to receive notice of the occurrence of certain events and
to request and receive officers certificates and opinions of counsel in certain circumstances under the terms of the relevant indenture governing
the 2013 Notes and the 2013 Intercreditor Agreement.
Subordination on Insolvency
After the occurrence of one or more of certain insolvency related events in relation to a 2013 Note Guarantor, including such 2013 Note
Guarantor becoming subject to insolvency proceedings, the 2013 Note Guarantees and certain other intercompany liabilities of such 2013 Note
Guarantor (the subordinated obligations) will be subordinated to the Senior Obligations owed by such 2013 Note Guarantor.
Any payment or distribution of any kind (other than any payment constituted by debt securities that are subordinated to the Senior
Obligations to at least the same extent as the 2013 Notes and the 2013 Note Guarantees) which is payable with respect to the subordinated
obligations owed by such 2013 Note Guarantor (or by a liquidator, administrator or receiver of such 2013 Note Guarantor) that is received by the
trustees for the 2013 Notes, the holders of the 2013 Notes or the 2013 Notes Issuers (or to which they are entitled) shall be held in trust and shall
be paid or transferred (net of the expenses of so doing) to:
(1) first, the Applicable Representative to be applied to the Senior Obligations in accordance with the provisions described above under
-Trustee Receipts (after taking into account any concurrent payment or distribution being made to the holders of such Senior Obligations) and,
(2) second, in the case of certain subordinated loans from the 2013 Notes Issuers to BP I and its subsidiaries (including the 2013 Proceeds
Loans), to each trustee for the 2013 Notes for application against the relevant senior subordinated indebtedness.
The trustees for the 2013 Notes, the holders of the 2013 Notes and the 2013 Notes Issuers are required to do all things that the Applicable
Representative reasonably deems necessary or advisable for the enforcement of the 2013 Intercreditor Agreement.
Limitation on Credit Support
Pursuant to the 2013 Intercreditor Agreement, BP I and its subsidiaries are prohibited (except with the consent of the Applicable
Representative or as otherwise permitted under the Senior Obligations) from granting any security in favor of the trustees for the 2013 Notes, the
holders of the 2013 Notes, the 2013 Notes Issuers and the holders of any other senior subordinated obligations.
In addition, the 2013 Intercreditor Agreement requires (except with the consent of the Applicable Representative or as otherwise permitted
under the Senior Obligations) that guarantees in support of the 2013 Notes are given only by entities that are borrowers, issuers or guarantors of
the Senior Obligations and are subordinated to their obligations with respect to the Senior Obligations.
BP I and its subsidiaries are also prohibited from (except with the consent of the Applicable Representative or as otherwise permitted
under the Senior Obligations) guaranteeing or otherwise providing any financial support with respect to any loan made by a 2013 Notes Issuer to
BP I or any of its subsidiaries.
2007 Intercreditor Agreement
RGHL and certain members of the RGHL Group are parties to an intercreditor agreement which primarily establishes the relative rights
between certain secured creditors of the RGHL Group (including lenders under the Senior Secured Credit Facilities and the trustees for the Reynolds
Senior Secured Notes) on the one hand, and BP II as lender to BP I under the proceeds loans related to the 2013 Senior Notes and the 2013 Senior
Subordinated Notes, on the other (the 2007 Intercreditor Agreement). The 2007 Intercreditor Agreement subordinates the proceeds loans to such
secured indebtedness of the RGHL Group on terms substantially similar to those in the 2013 Intercreditor Agreement.
Pactiv Notes and Debentures
As of December 31, 2014, Pactiv had outstanding:
$300 million in principal amount of 8.125% Debentures due 2017 (the Pactiv 2017 Debentures);
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$16 million in principal amount of 6.400% Notes due 2018 (the "Pactiv 2018 Notes");
$276 million in principal amount of 7.950% Debentures due 2025; and
$200 million in principal amount of 8.375% of Senior Notes due 2027 (the Pactiv 2027 Notes).
The Pactiv Notes are issued or assumed by Pactiv LLC and are not guaranteed by RGHL or any of RGHL's subsidiaries.
The indentures governing the Pactiv Notes contain a negative pledge clause limiting Pactiv's ability, and the ability of certain subsidiaries
of Pactiv, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on principal manufacturing properties which include
certain principal manufacturing plants or testing or research and development facilities or on the capital stock or debt of certain subsidiaries that
own or lease any such principal manufacturing plant or testing or research and development facility and (ii) sell and then take an immediate lease
back of such principal manufacturing plant or testing or research and development facility.
The Pactiv Notes are subject to acceleration, at the option of the holders thereof, if an event of default occurs and is continuing under
the applicable indentures. In addition, there are no scheduled principal payments required on any of the Pactiv Notes until their final maturities.
The Pactiv 2017 Debentures, the Pactiv 2018 Notes and the Pactiv 2027 Notes may be redeemed at any time at Pactiv's option, in whole
or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest
to the date of redemption.
Notes Repaid
On March 16, 2012, the RGHL Group redeemed the outstanding $249 million aggregate principal amount of the Pactiv 5.785% notes
due 2012.
On March 16, 2012, the RGHL Group redeemed the outstanding $355 million aggregate principal amount of the Graham Packaging
9.875% senior subordinated notes due 2014, the outstanding $14 million aggregate principal amount of the Graham Packaging 8.25% senior notes
due 2017 and the outstanding $19 million aggregate principal amount of the Graham Packaging 8.25% senior notes due 2018.
On September 28, 2012, the RGHL Group repurchased $777 million aggregate principal amount of the dollar-denominated 2009 Senior
Secured Notes pursuant to a tender offer for such notes. On October 29, 2012, the RGHL Group redeemed the outstanding $348 million aggregate
principal amount of the dollar-denominated 2009 Senior Secured Notes.
On December 13, 2012, the RGHL Group redeemed the outstanding 450 million aggregate principal amount of the euro-denominated
2009 Senior Secured Notes.
On December 15, 2013, the RGHL Group redeemed the outstanding 480 million aggregate principal amount of the 2007 Senior Notes.
On January 9, 2014, the RGHL Group redeemed the outstanding 420 million aggregate principal amount of the 2007 Senior Subordinated
Notes.
Securitization Facility
On November 7, 2012, certain members of the RGHL Group entered into a receivables loan and security agreement pursuant to which
the RGHL Group can borrow up to $600 million. The amount that can be borrowed is calculated by reference to a funding base determined by the
amount of eligible trade receivables of certain members of the RGHL Group. As of December 31, 2014, $405 million was drawn under the Securitization
Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate equal to (i) in the case of advances funded
by a conduit lender, the cost of funds of such conduit plus a margin or (ii) in other cases, either (x) the rate for deposits in dollars in the London
interbank market for the applicable interest period, plus a margin, or (y) in certain circumstances (including when the rate mentioned above cannot
be determined) the base rate, which is the highest of (A) the corporate base rate established by the Administrative Agent from time to time and
(B) the overnight federal funds rate plus 0.50%, plus, in each case, a margin. The Securitization Facility is secured by all of the assets (consisting
primarily of the eligible trade receivables and cash) of Beverage Packaging Factoring (Luxembourg) S. r.l. ("BP Factoring"), an indirect subsidiary
of RGHL. The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the RGHL Group. Amounts drawn
under the Securitization Facility are presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.
On December 19, 2014, the Securitization Facility was amended to permit the removal of certain Evergreen entities as sellers and to
make certain other amendments, including amending certain reserve formulations and dilution factors, permitting BP Factoring to exclude certain
receivables subject to factoring arrangements requested by the relevant account obligor, and clarifying certain mechanics related to the permitted
exclusion of sellers.
Other
On November 23, 2014, RGHL entered into an agreement to sell SIG. Specifically, RGHL and two of its wholly-owned subsidiaries,
Reynolds Group Holdings Inc. (Reynolds Inc.) and Beverage Packaging Holdings (Luxembourg) III S. r.l. (BP III), and Onex Wizard Acquisition
Company GmbH (Onex Swiss Purchaser), Onex Wizard US Acquisition II Inc. (Onex US Purchaser), and Onex Wizard Acquisition Company I
S. r.l. (Onex Receivable Purchaser) entered into a purchase agreement (the Purchase Agreement) pursuant to which:
Reynolds Inc. will sell to Onex US Purchaser all the outstanding limited company interests in SIG Holding USA, LLC;
BP III will sell to Onex Receivable Purchaser an amount of receivables owed by SIG Combibloc Group AG and certain of its subsidiaries
to BP III in an amount not to exceed 1.2 billion; and
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BP III will sell to Onex Swiss Purchaser all of the outstanding registered shares of SIG Combibloc Group AG.
The aggregate purchase price for the transaction is 3.75 billion, 3.575 is payable at closing subject to certain adjustments based on
closing date cash, indebtedness, working capital and current tax assets and liabilities with an additional 175 million payable depending on SIG
achieving certain specified consolidated EBITDA targets during fiscal years ending December 31, 2015 and 2016. The transaction is expected to
close in mid-March 2015.
Exchange Controls
There are no regulatory limitations on New Zealand companies or other organizations borrowing money in New Zealand or overseas.
There are no restrictions on the holding of notes (other than requirements to obtain overseas investment approval in certain circumstances for notes
which convert or may be converted to equity capital) of New Zealand companies.
The Reserve Bank of New Zealand (the Bank) is authorized under the Reserve Bank of New Zealand Act 1989 to deal in foreign
exchange. The relevant Minister of the New Zealand Government may, for the purpose of influencing the exchange rate or exchange rate trends,
direct the Bank to deal in foreign exchange within guidelines prescribed by the Minister. The Minister may also fix exchange rates for foreign exchange
dealing by the Bank.
The Governor of the Bank has the authority to temporarily suspend the dealing by registered banks in any foreign exchange or certain
kinds of foreign exchange to avoid disorder in the foreign exchange market.
Most foreign exchange dealing is undertaken through registered banks, although there is no legal impediment preventing any person or
corporation dealing in foreign exchange other than any temporary restriction imposed by the Governor of the Bank.
Documents on Display
Statements contained in this annual report as to the contents of any contract or other document summarize their material terms, but are
not necessarily complete. A complete copy of such contracts or documents may be inspected by the noteholders at our corporate offices at Level
Nine, 148 Quay Street, Auckland 1010, New Zealand, upon request.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See "Item 5. Operating and Financial Review and Prospects Quantitative and Qualitative Disclosures about Market Risk."
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.
None.
ITEM 15. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that
information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervision
of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness
of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the
design and operation of our disclosure controls and procedures were effective as of December 31, 2014.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control
over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial
reporting and the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may decline.
Management evaluated the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commissions, or COSO, framework. Based on this evaluation,
management has assessed the effectiveness of the RGHL Group's internal control over financial reporting as of December 31, 2014 and concluded
that such internal control over financial reporting is effective.
95
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during the year ended December 31, 2014 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED].
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.
Mr. Bryce Murray, a member of the Company's Audit Committee, has been designated by the Board as the Company's Audit Committee
Financial Expert (as defined by the SEC). Mr. Murray is not independent of management as defined by the listing standards of the New York Stock
Exchange.
ITEM 16B. CODE OF ETHICS.
The Company has a Code of Ethical Conduct for Financial Managers applicable to the Company's Chief Executive Officer, Chief Financial
Officer, Controller, Treasurer, Tax Director, Assistant Controllers and Assistant Treasurers, and the Chief Executive Officers, Chief Financial Officers
and Controllers of the Company's principal business units. This Code covers a range of financial and non-financial business practices and procedures,
requiring Financial Managers to act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships, to fully and fairly disclose appropriate information in a timely and understandable manner, and to comply
with applicable governmental laws, rules and regulations and other appropriate private and public regulatory agencies. Any waiver of the Code of
Ethical Conduct for Financial Managers may be made only by the Board of Directors or, if the Board of Directors shall determine, by the Audit
Committee, and will be promptly disclosed as required by law. There were no waivers of the Code of Ethical Conduct for Financial Managers as of
the date of this annual report. The Company will provide a copy of its Code of Ethical Conduct for Financial Managers to any person who requests
a copy in writing. To request a copy, please contact Mr. Joseph Doyle, RGHL Group Legal Counsel, 1900 West Field Court, Lake Forest, Illinois,
60045.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth the fees billed to RGHL for professional services rendered by the company's principal accountant:

(In $ million) 2014 2013
(1)
Audit fees 9 11
(2)
Audit-related fees 6 1
Total 15 12
(1) Audit fees include fees for the audit and review of the RGHL Group's annual and interim consolidated financial statements, the audit of annual financial statements
for subsidiary entities and other services provided as part of registration statements and debt offering transactions, including the provision of comfort letters.
(2) Audit-related fees include fees for audit or review services of financial information other than annual financial statements, including, in 2014, carve-out financial
statements prepared in conjunction with strategic reviews.
RGHL's Audit Committee has adopted a policy requiring the Audit Committee to approve all audit, audit-related, tax and other services.
One of our directors pre-approves all services, audit and non-audit, to be provided to RGHL by our independent auditors. Such director has pre-
approved the provision, by our independent auditors, of specific audit, audit-related, tax and other non-audit services as being consistent with auditor
independence. Requests or applications to provide services that require the specific pre-approval of our board of directors must be submitted to
that director by the independent auditors.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 16F. CHANGE IN CERTIFYING ACCOUNTANT.
None.
ITEM 16G. CORPORATE GOVERNANCE.
Not applicable.
ITEM 16H. MINE SAFETY DISCLOSURE.
Not applicable.
PART III
96
ITEM 17. FINANCIAL STATEMENTS.
See "Item 18. Financial Statements."
ITEM 18. FINANCIAL STATEMENTS.
The consolidated financial statements and other financial information of RGHL are contained in "Financial Statements" beginning on page
F-1, the combined financial statements and other financial information of Bev Pack are contained in "Financial Statements" beginning on page G-1,
and the consolidated financial statements and other financial information of BP I are contained in "Financial Statements" beginning on page H-1.
97
ITEM 19. EXHIBITS.
Exhibit
Number Description of Exhibit
1.1.(1) Constitution of Reynolds Group Holdings Limited
1.2.(1) Certificate of Incorporation of Reynolds Group Issuer Inc.
1.3.(1) By-Laws of Reynolds Group Issuer Inc.
1.4.(1) Certificate of Formation of Reynolds Group Issuer LLC
1.5.(1) Limited Liability Company Agreement of Reynolds Group Issuer LLC
1.6.(10) Articles of Association of Reynolds Group Issuer (Luxembourg) S.A.
1.7.(1) Certificate of Incorporation of Bakers Choice Products, Inc.
1.8.(1) Second Amended and Restated By-Laws of Bakers Choice Products, Inc.
1.9.(1) Third Restated Certificate of Incorporation of Blue Ridge Holding Corp.
1.10.(1) Amended and Restated By-Laws of Blue Ridge Holding Corp.
1.11.(1) Certificate of Incorporation of Blue Ridge Paper Products Inc.
1.12.(1) The Amended and Restated By-Laws of Blue Ridge Paper Products Inc.
1.13.(1) Amended and Restated Certificate of Incorporation of Closure Systems International Americas, Inc.
1.14.(1) By-Laws of Closure Systems International Americas, Inc.
1.15. (15) Certificate of Formation of Closure Systems International Holdings LLC (formerly known as Closure Systems International
Holdings Inc.)
1.16.(15) Limited Liability Company Agreement of Closure Systems International Holdings LLC (formerly known as Closure Systems
International Holdings Inc.)
1.17.(1) Certificate of Incorporation of Closure Systems International Inc.
1.18.(1) Amended and Restated By-Laws of Closure Systems International Inc.
1.19.(1) Certificate of Formation of Closure Systems Mexico Holdings LLC
1.20.(1) Amended and Restated Limited Liability Company Agreement of Closure Systems Mexico Holdings LLC
1.21.(1) Certificate of Formation of CSI Mexico LLC
1.22.(1) Amended and Restated Limited Liability Company Agreement of CSI Mexico LLC
1.23.(1) Certificate of Incorporation of CSI Sales & Technical Services Inc.
1.24.(1) By-Laws of CSI Sales & Technical Services Inc.
1.25.(1) Certificate of Incorporation of Evergreen Packaging Inc.
1.26.(1) Amended and Restated By-Laws of Evergreen Packaging Inc.
1.27. [Reserved]
1.28. [Reserved]
1.29. [Reserved]
1.30. [Reserved]
1.31. (2) Certificate of Formation of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer Products
Holdings Inc.)
1.32.(2) Limited Liability Company Agreement of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer
Products Holdings Inc.)
1.33.(2) Certificate of Incorporation of Reynolds Presto Products Inc. (formerly known as Reynolds Consumer Products, Inc.)
1.34. (1) Second Amended and Restated By-Laws of Reynolds Presto Products Inc. (formerly known as Reynolds Consumer Products,
Inc.)
1.35. [Reserved]
1.36. [Reserved]
1.37. (15) Certificate of Formation of Reynolds Consumer Products LLC (formerly known as Reynolds Foil Inc. and Reynolds Consumer
Products, Inc.)
1.38.(15) Limited Liability Company Agreement of Reynolds Consumer Products LLC (formerly known as Reynolds Foil Inc. and
Reynolds Consumer Products, Inc.)
1.39. [Reserved]
1.40. [Reserved]
1.41.(1) Certificate of Incorporation of Reynolds Group Holdings Inc.
1.42.(1) By-Laws of Reynolds Group Holdings Inc.
1.43. [Reserved]
1.44. [Reserved]
1.45. [Reserved]
1.46. [Reserved]
98
1.47. [Reserved]
1.48. [Reserved]
1.49.(1) Certificate of Incorporation of Closure Systems International Packaging Machinery Inc.
1.50.(1) By-Laws of Alcoa Packaging Machinery, Inc. (now known as Closure Systems International Packaging Machinery Inc.)
1.51.(1) Certificate of Incorporation of Reynolds Services Inc.
1.52.(1) By-Laws of Reynolds Services Inc.
1.53.(1) Amended and Restated Certificate of Incorporation of SIG Combibloc Inc.
1.54.(1) Amended and Restated By-Laws of SIG Combibloc Inc.
1.55.(2) Certificate of Formation of SIG Holding USA, LLC (formerly known as SIG Holding USA, Inc.)
1.56.(2) Limited Liability Company Agreement of SIG Holding USA, LLC (formerly known as SIG Holding USA, Inc.)
1.57.(1) Articles of Incorporation of Southern Plastics Inc.
1.58.(1) By-Laws of Southern Plastics Inc.
1.59. [Reserved]
1.60. [Reserved]
1.61.(1) Limited Liability Company Articles of Organization of BRPP, LLC
1.62.(1) Operating Agreement of BRRP, LLC
1.63. [Reserved]
1.64.(1) Articles of Association of SIG Austria Holding GmbH
1.65.(1) Articles of Association of SIG Combibloc GmbH (Austria)
1.66.(1) Articles of Association of SIG Combibloc GmbH & Co KG
1.67.(15) Seventeenth Amendment and Restatement of the Articles of Association of Closure Systems International (Brazil) Sistemas
de Vedao Ltda.
1.68.(15) Twenty-Fifth Amendment and Consolidation of the Articles of Incorporation of SIG Beverages Brasil Ltda.
1.69.(15) Fifty-Seventh Amendment and Consolidation of the Articles of Incorporation of SIG Combibloc do Brasil Ltda.
1.70. [Reserved]
1.71. [Reserved]
1.72. [Reserved]
1.73.(1) Articles of Amalgamation of Evergreen Packaging Canada Limited
1.74.(1) By-Law No. 1A of Evergreen Packaging Canada Limited
1.75. [Reserved]
1.76.(1) Articles of Association of Evergreen Packaging (Luxembourg) S. r.l.
1.77. [Reserved]
1.78. [Reserved]
1.79. [Reserved]
1.80. [Reserved]
1.81.(1) Articles of Association of SIG Combibloc GmbH (Germany)
1.82.(1) Articles of Association of SIG Combibloc Holding GmbH
1.83.(1) Articles of Association of SIG Combibloc Systems GmbH
1.84.(1) Articles of Association of SIG Combibloc Zerspanungstechnik GmbH
1.85.(1) Articles of Association of SIG Euro Holding AG & Co. KGaA
1.86.(1) Articles of Association of SIG Information Technology GmbH
1.87.(1) Articles of Association of SIG International Services GmbH
1.88.(1) Articles of Association of SIG Beteiligungs GmbH
1.89. [Reserved]
1.90. [Reserved]
1.91. [Reserved]
1.92. [Reserved]
1.93. [Reserved]
1.94. [Reserved]
1.95. [Reserved]
1.96. [Reserved]
1.97.(10) Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) I S.A.
1.98.(15) Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) III S. r.l.
1.99. [Reserved]
99
1.100.(1) By-Laws of CSI en Ensenada, S. de R.L. de C.V.
1.101.(1) By-Laws of CSI en Saltillo, S. de R.L. de C.V.
1.102.(1) By-Laws of CSI Tecniservicio, S. de R.L. de C.V.
1.103. [Reserved]
1.104.(1) By-Laws of Grupo CSI de Mexico, S. de R.L. de C.V.
1.105. [Reserved]
1.106.(1) By-Laws of Reynolds Metals Company de Mexico, S. de R.L. de C.V.
1.107.(15) Articles of Association of Closure Systems International Machinery (Germany) GmbH
1.108.(15) Articles of Association of Closure Systems International B.V.
1.109.(15) Articles of Association of Evergreen Packaging International B.V.
1.110. [Reserved]
1.111.(15) Articles of Association of Reynolds Packaging International B.V.
1.112.(1) Constitution of Kalimdor Investments Limited (now known as Whakatane Mill Limited)
1.113.(1) Articles of Incorporation of SIG allCap AG
1.114.(1) Articles of Incorporation of SIG Combibloc (Schweiz) AG
1.115.(1) Articles of Incorporation of SIG Combibloc Group AG
1.116.(1) Organizational Bylaws of SIG Combibloc Group AG
1.117.(1) Articles of Incorporation of SIG Combibloc Procurement AG
1.118.(1) Organizational Bylaws of SIG Combibloc Procurement AG
1.119.(1) Articles of Incorporation of SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)
1.120. [Reserved]
1.121.(1) Articles of Incorporation of SIG Technology AG
1.122.(1) Memorandum of Association of SIG Combibloc Ltd. (Thailand)
1.123.(1) Articles of Association of SIG Combibloc Ltd. (Thailand)
1.124. [Reserved]
1.125. [Reserved]
1.126. [Reserved]
1.127. [Reserved]
1.128. [Reserved]
1.129. [Reserved]
1.130. [Reserved]
1.131. [Reserved]
1.132. [Reserved]
1.133. [Reserved]
1.134. [Reserved]
1.135. [Reserved]
1.136. [Reserved]
1.137. [Reserved]
1.138. [Reserved]
1.139. [Reserved]
1.140. [Reserved]
1.141. [Reserved]
1.142. [Reserved]
1.143. [Reserved]
1.144.(15) Certificate of Formation of Pactiv LLC (formerly known as Pactiv Corporation)
1.145.(9) Amended and Restated Limited Liability Company Agreement of Pactiv LLC (formerly known as Pactiv Corporation)
1.146. [Reserved]
1.147. [Reserved]
1.148. [Reserved]
1.149. [Reserved]
1.150.(1) Certificate of Incorporation of Pactiv International Holdings Inc.
1.151.(1) Amended and Restated By-Laws of Pactiv International Holdings Inc.
1.152.(1) Certificate of Formation of Pactiv Management Company LLC
1.153.(1) Limited Liability Company Agreement of Pactiv Management Company LLC
100
1.154. [Reserved]
1.155. [Reserved]
1.156. [Reserved]
1.157. [Reserved]
1.158. [Reserved]
1.159. [Reserved]
1.160. [Reserved]
1.161. [Reserved]
1.162. [Reserved]
1.163. [Reserved]
1.164.(1) Amended and Restated Certificate of Incorporation of Pactiv Packaging Inc. (formerly PWP Industries, Inc.)
1.165.(1) Amended and Restated By-Laws of Pactiv Packaging Inc. (formerly PWP Industries, Inc.)
1.166. [Reserved]
1.167. [Reserved]
1.168. [Reserved]
1.169. [Reserved]
1.170. [Reserved]
1.171. [Reserved]
1.172. [Reserved]
1.173. [Reserved]
1.174.(1) Articles of Association of Omni-Pac Ekco GmbH Verpackungsmittel
1.175.(1) Articles of Association of Omni-Pac GmbH Verpackungsmittel
1.176.(1) Articles of Association of Pactiv Deutschland Holdinggesellschaft mbH
1.177.(1) Certificate of Incorporation of Reynolds Manufacturing, Inc.
1.178.(2) By-laws of Pactiv Foodservice Mexico, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.)
1.179.(1) By-laws of Grupo Corporativo Jaguar, S.A. de C.V.
1.180.(1) By-laws of Pactiv Mexico, S. de R.L. de C.V.
1.181.(1) By-laws of Servicios Industriales Jaguar, S.A. de C.V.
1.182.(1) By-laws of Servicio Terrestre Jaguar, S.A. de C.V.
1.183.(2) Articles of Amalgamation of Pactiv Canada Inc.
1.184.(1) By-Law No. 1 of Pactiv Canada Inc.
1.185.(1) Certificate of Formation of BCP/Graham Holdings LLC
1.186.(1) Limited Liability Company Agreement of BCP/Graham Holdings LLC
1.187.(1) Certificate of Formation of GPC Holdings LLC
1.188.(1) Limited Liability Company Agreement of GPC Holdings LLC
1.189.(1) Certificate of Incorporation of Graham Packaging Company Inc.
1.190.(1) By-laws of Graham Packaging Company Inc.
1.191.(1) By-laws of Reynolds Manufacturing, Inc.
1.192.(1) Certificate of Incorporation of RenPac Holdings Inc.
1.193.(1) By-laws of RenPac Holdings Inc.
1.194. Certificate of Formation of GPACSUB LLC (incorporated by reference to Exhibit 3.54 to Graham Packaging Holdings
Company's Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
1.195.(3) Amended and Restated Limited Liability Company Agreement of GPACSUB LLC
1.196. Certificate of Incorporation of GPC Capital Corp. I (incorporated by reference to Exhibit 3.3 to Graham Packaging Holdings
Company's Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
1.197. By-Laws of GPC Capital Corp. I (incorporated by reference to Exhibit 3.4 to Graham Packaging Holdings Company's
Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
1.198. Certificate of Incorporation of GPC Capital Corp. II (incorporated by reference to Exhibit 3.7 to Graham Packaging Holdings
1.199. By-Laws of GPC Capital Corp. II (incorporated by reference to Exhibit 3.8 to Graham Packaging Holdings Company's
Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
1.200. Certificate of Formation of GPC Opco GP, LLC (incorporated by reference to Exhibit 3.9 to Graham Packaging Holdings
1.201. Limited Liability Company Agreement of GPC Opco GP, LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging
Company, L.P.'s Registration Statement on Form S-4 (No. 333-125173-01) filed May 24, 2005)
1.202. Certificate of Formation of GPC Sub GP LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Holdings
101
1.203. Limited Liability Company Agreement of GPC Sub GP LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging
Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
1.204. Certificate of Incorporation of Graham Packaging Acquisition Corp. (incorporated by reference to Exhibit 3.23 to Graham
Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
1.205. By-Laws of Graham Packaging Acquisition Corp. (incorporated by reference to Exhibit 3.24 to Graham Packaging Holdings
1.206.(3) Amended and Restated Certificate of Limited Partnership of Graham Packaging Company, L.P.
Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P. (incorporated by reference
1.207. to Exhibit 3.2 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-53603-03) filed
May 26, 1998)
1.208.(3) Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P.
1.209.(3) Limited Liability Company Agreement of Graham Packaging GP Acquisition LLC
1.210.(3) Certificate of Formation of Graham Packaging GP Acquisition LLC
1.211.(3) Amended and Restated Certificate of Limited Partnership of Graham Packaging LC, L.P.
1.212.(3) Fifth Amended and Restated Agreement of Limited Partnership of Graham Packaging LC, L.P.
1.213. Certificate of Formation of Graham Packaging LP Acquisition LLC (incorporated by reference to Exhibit 3.72 to Graham
Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
Limited Liability Company Agreement of Graham Packaging LP Acquisition LLC (incorporated by reference to Exhibit 3.73
1.214. to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5,
2010)
Amended and Restated Certificate of Incorporation of Graham Packaging PET Technologies Inc. (incorporated by reference
July 2, 2010)
1.216. Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. (incorporated by reference to Exhibit 3.28
to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
1.217. Certificate of Incorporation of Graham Packaging Plastic Products Inc. (incorporated by reference to Exhibit 3.25 to Graham
Amendment to the Restated Certificate of Incorporation of Graham Packaging Plastic Products Inc. (incorporated by reference
July 2, 2010)
1.219. By-Laws of Graham Packaging Plastic Products Inc. (incorporated by reference to Exhibit 3.26 to Graham Packaging Holdings
1.220. Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.59 to
Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by
1.221. reference to Exhibit 3.60 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No.
333-167976-18) filed October 5, 2010)
Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by
1.222. reference to Exhibit 3.61 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No.
333-167976-18) filed October 5, 2010)
1.223. By-Laws of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.62 to Graham Packaging
Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.224. Certificate of Incorporation of Graham Packaging Regioplast STS Inc. (incorporated by reference to Exhibit 3.29 to Graham
1.225. By-Laws of Graham Packaging Regioplast STS Inc. (incorporated by reference to Exhibit 3.30 to Graham Packaging Holdings
1.226. Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.54 to Graham Packaging
Form of First Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit
1.227. 3.55 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5,
2010)
Second Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit
2010)
Third Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.57
2010)
Fourth Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.58
2010)
1.231. Articles of Incorporation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.63 to Graham Packaging
Certificate of Amendment of Articles of Incorporation of Graham Packaging PX, LLC (incorporated by reference to Exhibit
2010)
1.233. Articles of Conversion of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.65 to Graham Packaging
102
Certificate of Amendment to the Certificate of Formation of Graham Packaging PX, LLC (incorporated by reference to Exhibit
2010)
1.235.(3) Amended and Restated Single Member Operating Agreement of Graham Packaging PX, LLC
1.236. Articles of Organization of Graham Packaging Minster LLC (incorporated by reference to Exhibit 3.40 to Graham Packaging
Holdings Company's Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
1.237.(8) Amended and Restated Operating Agreement of Graham Packaging Minster LLC
Amended and Restated Certificate of Limited Partnership of Graham Packaging Holdings Company (incorporated by
1.238. reference to Exhibit 3.5 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-53603-03)
filed July 13, 1998)
1.239.(3) Seventh Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company
Amended and Restated Certificate of Limited Partnership of Graham Recycling Company, L.P. (incorporated by reference
May 24, 2005)
Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P. (incorporated by reference
May 24, 2005)
Amended and Restated Articles of Organization of Graham Packaging West Jordan, LLC (incorporated by reference to
1.242. Exhibit 3.21 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed
May 24, 2005)
1.243. Operating Agreement of Graham Packaging West Jordan, LLC (incorporated by reference to Exhibit 3.22 to Graham
1.244.(3) Deed of Incorporation of Beverage Packaging Holdings (Luxembourg) IV S. r.l.
1.245. [Reserved]
1.246. [Reserved]
1.247.(15) Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) V S.A.
1.248.(10) Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) II S.A.
1.249.(9) Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) VI S. r.l.
1.250.(9) Articles of Association of Beverage Packaging Holdings II Issuer Inc.
1.251.(9) By-Laws of Beverage Packaging Holdings II Issuer Inc.
1.252.(10) Certificate of Incorporation of Trans Western Polymers, Inc.
1.253.(9) By-Laws of Trans Western Polymers, Inc.
1.254.(15) Articles of Incorporation of Reynolds Consumer Products Canada, Inc.
1.255.(15) By-Laws of Reynolds Consumer Products Canada, Inc.
2.1. [Reserved]
8.50% Senior Notes due 2018 Indenture, dated as of May 4, 2010, among Reynolds Group Issuer Inc., Reynolds Group
2.2.(1) Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New
York Mellon as trustee, principal paying agent, transfer agent and registrar and The Bank of New York Mellon, London Branch,
as paying agent
First Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of June 17, 2010, among Reynolds
2.2.1.(1) Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors
listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., Whakatane Mill Australia Pty. Limited and The Bank of
New York Mellon, as trustee
Second Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 27, 2010, among
2.2.2.(1) Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note
guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and
transfer agent and The Bank of New York Mellon, as paying agent
Third Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of September 1, 2010, among
2.2.3.(1) Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging
Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
Fourth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 9, 2010, among
Fifth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 16, 2010, among
Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee,
principal paying agent, transfer agent, registrar and collateral agent
Sixth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 16, 2010, among
Seventh Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 16, 2010, among
103
Eighth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of March 2, 2011, among Reynolds
2.2.8.(1) Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings
(Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal
paying agent, transfer agent and registrar
Ninth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of April 19, 2011, among Reynolds
Tenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of May 2, 2011, among Reynolds
(Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
Eleventh Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 5, 2011, among
Twelfth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 9, 2011, among Reynolds
(Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
Thirteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 19, 2011, among
Fourteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of September 8, 2011, among
Fifteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of October 14, 2011, among
Sixteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of March 20, 2012, among
Seventeenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of May 10, 2012, among
principal paying agent, transfer agent and registrar
Eighteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of June 15, 2012, among
Nineteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 7, 2012, among
Holdings (Luxembourg) I S.A., International Tray Pads & Packaging, Inc., as additional guarantor and The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent and registrar
Twentieth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of December 14, 2012, among
Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank
of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
7.125% Senior Secured Notes due 2019 Indenture, dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL
2.3.(1) US Escrow Issuer I Inc., RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal
paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent
and The Bank of New York Mellon, London Branch, as paying agent
First Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of
(1)
November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
2.3.1. S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of
New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust
(London) Limited, as additional collateral agent
Second Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as
(1)
of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
2.3.2. (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto
and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and
Wilmington Trust (London) Limited, as additional collateral agent
Third Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of
(1)
Fourth Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as
(1)
of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
2.3.4. (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto
Wilmington Trust (London) Limited, as additional collateral agent
Fifth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of January 14, 2011, among
(1)
Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging
2.3.5. Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee,
principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional
collateral agent
104
Sixth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of March 2, 2011, among
(1)
collateral agent
Seventh Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of April 19, 2011, among
(1)
collateral agent
Eighth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of May 2, 2011, among
(1)
collateral agent
Ninth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of August 5, 2011, among
(1)
collateral agent
Tenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of August 9, 2011, among
(1)
collateral agent
Eleventh Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of August 19, 2011,
(1)
among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage
2.3.11. Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon,
as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as
additional collateral agent
Twelfth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of September 8, 2011,
(1)
Thirteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of September 8,
(1)
2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage
Fourteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of October 14, 2011,
(1)
Fifteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of March 20, 2012,
(3)
Sixteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of May 10, 2012,
(4)
Seventeenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of June 15, 2012,
(6)
Eighteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of November 7,
(8)
2.3.18. Packaging Holdings (Luxembourg) I S.A., International Tray Pads & Packaging, Inc., as additional guarantor, The Bank of
Nineteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of December 14,
(8)
2.3.19. Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The
Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington
Trust (London) Limited, as additional collateral agent
9.000% Senior Notes due 2019 Indenture, dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow
2.4.(1) Issuer I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent,
transfer agent and registrar and The Bank of New York Mellon, London Branch, as paying agent
First Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16, 2010,
2.4.1.(1) among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage
Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New York Mellon,
as trustee, principal paying agent, transfer agent, registrar and collateral agent
105
Second Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16,
2.4.2.(1) 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage
Third Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16,
Fourth Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16,
Fifth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of January 14, 2011, among Reynolds
paying agent, transfer agent, registrar and collateral agent
Sixth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of March 2, 2011, among Reynolds
Seventh Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of April 19, 2011, among Reynolds
Eighth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of May 2, 2011, among Reynolds
Ninth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of August 5, 2011, among Reynolds
Tenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of August 9, 2011, among Reynolds
Eleventh Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of August 19, 2011, among
Twelfth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of September 8, 2011, among
Thirteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of September 8, 2011, among
Fourteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of October 14, 2011, among
Fifteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of March 20, 2012, among
Sixteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of May 10, 2012, among
Seventeenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of June 15, 2012, among
Eighteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 7, 2012, among
Nineteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of December 14, 2012, among
Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank
106
6.875% Senior Secured Notes due 2021 Indenture, dated as of February 1, 2011, among Reynolds Group Issuer Inc.,
2.5.(1) Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto,
The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington
Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent
First Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated March 2, 2011, among
(1)
2.5.1. Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee,
principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional
collateral agent
Second Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated March 2, 2011, among
(1)
collateral agent
Third Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated March 2, 2011, among
(1)
collateral agent
Fourth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated April 19, 2011, among
(1)
collateral agent
Fifth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of May 2, 2011, among
(1)
collateral agent
Sixth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 7, 2011, among
(1)
collateral agent
Seventh Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 5, 2011,
(1)
2.5.7. Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon,
as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as
Eighth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 9, 2011, among
(1)
2.5.8. Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee,
collateral agent
Ninth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 19, 2011, among
(1)
collateral agent
Tenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of September 8, 2011,
(1)
Eleventh Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of September 8, 2011,
(1)
Twelfth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of October 14, 2011,
(1)
Thirteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of March 20, 2012,
(3)
Fourteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of May 10, 2012,
(4)
107
Fifteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 15, 2012,
(6)
Sixteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of November 7, 2012,
(8)
2.5.16. Packaging Holdings (Luxembourg) I S.A., International Tray Pads & Packaging, Inc., as additional guarantor, The Bank of
Seventeenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of December 14,
(8)
2.5.17. Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The
Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington
Trust (London) Limited, as additional collateral agent
8.250% Senior Notes due 2021 Indenture, dated as of February 1, 2011, among Reynolds Group Issuer Inc., Reynolds
2.6.(1) Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank
of New York Mellon, as trustee, principal paying agent, transfer agent and registrar and The Bank of New York Mellon, London
Branch, as paying agent
First Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group
2.6.1.(1) Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings
Second Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated March 2, 2011, among Reynolds
Third Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group
2.6.3.(1) Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings
Fourth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated April 19, 2011, among Reynolds
Fifth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of May 2, 2011, among Reynolds
Sixth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of June 7, 2011, among Reynolds
(Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal
Seventh Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of August 5, 2011, among
Eighth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of August 9, 2011, among Reynolds
Ninth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of August 19, 2011, among Reynolds
Tenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of September 8, 2011, among
Eleventh Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of September 8, 2011, among
7.875% Senior Secured Notes due 2019 Indenture, dated as of August 9, 2011 among RGHL US Escrow II Inc., RGHL US
2.6.12.(1) Escrow II LLC, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar,
Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as
paying agent
(1)
September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
108
(1)
of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
9.875% Senior Notes due 2019 Indenture, dated as of August 9, 2011 among RGHL US Escrow II Inc., RGHL US Escrow II
2.6.15.(1) LLC, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, and registrar and The Bank of New
York Mellon, London Branch, as paying agent
First Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of September 8, 2011,
Second Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of September 8,
Twelfth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of October 14, 2011, among
Third Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of
(1)
October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
Third Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of October 14, 2011,
Thirteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of March 20, 2012, among
Fourth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as
(3)
of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
Fourth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of March 20, 2012,
9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of February 15, 2012, among Reynolds
2.6.24.(3) Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon,
as trustee, principal paying agent, transfer agent, and registrar and The Bank of New York Mellon, London Branch, as paying
agent
First Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.25.(3) dated as of March 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
(Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto
and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
Second Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.26.(3) dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
Fourteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of May 10, 2012, among
Fifth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of
(4)
May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A.,
2.6.28. Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London)
Limited, as additional collateral agent
Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of May 10, 2012,
as trustee, principal paying agent, transfer agent and registrar
Third Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.30.(4) dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
Fifteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of June 15, 2012, among
109
Sixth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of
2.6.32.(6) June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A.,
Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto and The Bank of New
York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
Sixth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of June 15, 2012,
Fourth Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.34.(6) dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
Sixteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of November 7, 2012, among
Seventh Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as
2.6.36.(8) of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
S.A., Beverage Packaging Holdings (Luxembourg) I S.A., International Tray Pads & Packaging, Inc., as additional guarantor
Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of August 10,
Eighth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of November 7,
Packaging Holdings (Luxembourg) I S.A., International Tray Pads & Packaging, Inc., as additional guarantor and The Bank
Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.39.(8) dated as of August 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
Sixth Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.40.(8) dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
(Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., International Tray Pads & Packaging, Inc., as
additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
5.750% Senior Secured Notes due 2020 Indenture, dated as of September 28, 2012, among Reynolds Group Issuer Inc.,
2.6.41.(8) Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto,
The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington
Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent
(8)
2.6.42. S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New
York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, and Wilmington Trust (London)
Limited, as additional collateral agent
Seventeenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of December 14, 2012,
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and
The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
Eighth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as
2.6.44.(8) of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional
guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
Ninth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of December 14,
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and
The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture,
2.6.46.(8) dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
(Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V
S.A., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
(8)
of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg)
2.6.47. S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional
guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar,
and Wilmington Trust (London) Limited, as additional collateral agent
First Senior Notes Supplemental Indenture dated as of February 14, 2014, among Beverage Packaging Holdings
2.6.48.(15) (Luxembourg) II S.A., Beverage Packaging Holdings II Issuer Inc., Beverage Packaging Holdings (Luxembourg) I S.A., The
Bank of New York Mellon, as Trustee, and The Bank of New York Mellon, London Branch, as paying agent.
First Senior Subordinated Notes Supplemental Indenture dated as of February 14, 2014, among Beverage Packaging
2.6.49.(15) Holdings (Luxembourg) II S.A., Beverage Packaging Holdings II Issuer Inc., Beverage Packaging Holdings (Luxembourg) I
S.A., The Bank of New York Mellon, as Trustee, and The Bank of New York Mellon, London Branch, as paying agent.
110
Twenty-Seventh Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer LLC, Reynolds
2.6.50.(15) Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The
Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as of May
4, 2010, as amended or supplemented.
Twenty-Sixth Senior Secured Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer
(15)
LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg)
2.6.51. I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent,
and Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of October 15, 2010, as amended or
supplemented.
Twenty-Sixth Senior Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer LLC,
2.6.52.(15) Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A.
and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as
of October 15, 2010, as amended or supplemented.
Twenty-Fourth Senior Secured Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group
(15)
Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings
2.6.53. (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and
collateral agent, and Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of February 1, 2011,
as amended or supplemented.
Twenty-Fourth Senior Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer LLC,
2.6.54.(15) Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A.
of February 1, 2011, as amended or supplemented.
2.6.55.(15) Fifteenth Senior Secured Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer
I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent,
and Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of August 9, 2011, as amended or
supplemented.
2.6.56.(15) Sixteenth Senior Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer LLC,
Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A.
of August 9, 2011, as amended or supplemented.
2.6.57.(15) Fourteenth Senior Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer LLC,
2.6.58.(15) Ninth Senior Secured Notes Supplemental Indenture dated as of December 18, 2014, among Reynolds Group Issuer LLC,
Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of September 28, 2012, as amended or
supplemented.
2.6.59.(15) Third Senior Notes Supplemental Indenture dated as of December 18, 2014, among Beverage Packaging Holdings
(Luxembourg) II S.A., Beverage Packaging Holdings II Issuer Inc., Beverage Packaging Holdings (Luxembourg) I S.A. and
The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, and The Bank of New York
Mellon, London Branch, as paying agent, to the indenture dated as of November 15, 2013, as amended or supplemented.
2.6.60.(15) Third Senior Subordinated Notes Supplemental Indenture dated as of December 18, 2014, among Beverage Packaging
Holdings (Luxembourg) II S.A., Beverage Packaging Holdings II Issuer Inc., Beverage Packaging Holdings (Luxembourg) I
S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, and The Bank of
New York Mellon, London Branch, as paying agent, to the indenture dated as of December 10, 2013, as amended or
supplemented.
2.6.61.(15) Twenty-Sixth Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds Group
Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank
of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as of May 4, 2010,
2.6.62.(15) Twenty-Fifth Senior Secured Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC,
Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of October 15, 2010, as amended or
supplemented.
2.6.63.(15) Twenty-Fifth Senior Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds
Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The
Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as of October
2.6.64.(15) Twenty-Third Senior Secured Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC,
Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of February 1, 2011, as amended or
supplemented.
2.6.65.(15) Twenty-Third Senior Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds
Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as of February
2.6.66.(15) Fourteenth Senior Secured Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC,
Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of August 9, 2011, as amended or
supplemented.
111
2.6.67.(15) Fifteenth Senior Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds
Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as of August
2.6.68.(15) Thirteenth Senior Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds
2.6.69.(15) Eighth Senior Secured Notes Supplemental Indenture dated as of June 30, 2014, among Reynolds Group Issuer LLC,
supplemented.
2.6.70.(15) Second Senior Subordinated Notes Supplemental Indenture dated as of June 30, 2014, among Beverage Packaging Holdings
Mellon, London Branch, as paying agent, to the indenture dated as of December 10, 2013, as amended or supplemented.
2.6.71.(15) Second Senior Notes Supplemental Indenture dated as of June 30, 2014, among Beverage Packaging Holdings
Mellon, London Branch, as paying agent, to the indenture dated as of November 15, 2013, as amended or supplemented.
2.6.72.(15) Twenty-Fifth Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer LLC, Reynolds Group
Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank
of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, to the indenture dated as of May 4, 2010,
2.6.73.(15) Twenty-Fourth Senior Secured Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer
and Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of October 15, 2010, as amended or
supplemented.
2.6.74.(15) Twenty-Fourth Senior Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer LLC,
of October 15, 2010, as amended or supplemented.
2.6.75.(15) Twenty-Second Senior Secured Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group
Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings
(Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and
collateral agent, and Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of February 1, 2011,
2.6.76.(15) Twenty-Second Senior Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer LLC,
2.6.77.(15) Thirteenth Senior Secured Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer
and Wilmington Trust (London) Limited, as collateral agent, to the indenture dated as of August 9, 2011, as amended or
supplemented.
2.6.78.(15) Fourteenth Senior Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer LLC,
of August 9, 2011, as amended or supplemented.
2.6.79.(15) Twelfth Senior Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer LLC, Reynolds
2.6.80.(15) Seventh Senior Secured Notes Supplemental Indenture dated as of February 14, 2014, among Reynolds Group Issuer LLC,
supplemented.
2.7. [Reserved]
2.8. [Reserved]
2.9. [Reserved]
2.10. [Reserved]
2.11. [Reserved]
2.12. [Reserved]
2.12.1. [Reserved]
2.12.2. [Reserved]
2.12.3. [Reserved]
2.12.4. [Reserved]
2.12.5. [Reserved]
112
2.12.6. [Reserved]
2.12.7. [Reserved]
2.12.8. [Reserved]
2.12.9. [Reserved]
2.12.10. [Reserved]
2.12.11. [Reserved]
2.12.12. [Reserved]
2.12.13. [Reserved]
2.12.14. [Reserved]
Registration Rights Agreement to the 5.750% Senior Secured Notes due 2020, dated as of September 28, 2012, among
2.12.15.(8) Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., the Closing Date
Guarantors and Credit Suisse Securities (USA) LLC
2.12.16.(8) Joinder to the 5.750% Senior Secured Notes due 2020 Registration Rights Agreement, dated as of November 7, 2012,
among certain additional note guarantors listed thereto
Collateral Agreement, dated as of November 5, 2009, among Reynolds Consumer Products Holdings Inc., Reynolds Group
2.13.(2) Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the
grantors from time to time party thereto and The Bank Of New York Mellon, as collateral agent
2.13.1. [Reserved]
2.13.2. (2) Supplement No. 2 to the Collateral Agreement, dated as of February 2, 2010, between Closure Systems International
Americas, Inc. and The Bank of New York Mellon, as collateral agent
2.13.3.(2) Supplement No. 3 to the Collateral Agreement, dated as of May 4, 2010, between Evergreen Packaging Inc. and The Bank
of New York Mellon, as collateral agent
2.13.4. [Reserved]
2.13.5. [Reserved]
2.13.6. (2) Supplement No. 6 to the Collateral Agreement, dated as of May 4, 2010, between Blue Ridge Holding Corp. and The Bank
of New York Mellon, as collateral agent
2.13.7.(2) Supplement No. 7 to the Collateral Agreement, dated as of May 4, 2010, between Blue Ridge Paper Products Inc. and The
Bank of New York Mellon, as collateral agent
2.13.8.(2) Supplement No. 8 to the Collateral Agreement, dated as of May 4, 2010, between by BRPP, LLC and The Bank of New York
Mellon, as collateral agent
2.13.9. [Reserved]
2.13.10. [Reserved]
2.13.11. [Reserved]
2.13.12. [Reserved]
2.13.13. [Reserved]
2.13.14. [Reserved]
2.13.15. (2) Supplement No. 16 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Corporation (now known
as Pactiv LLC) and The Bank of New York Mellon, as collateral agent
2.13.16. [Reserved]
2.13.17. [Reserved]
2.13.18. [Reserved]
2.13.19. (2) Supplement No. 20 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Germany Holdings Inc.
and The Bank of New York Mellon, as collateral agent
2.13.20.(2) Supplement No. 21 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv International Holdings Inc.
and The Bank of New York Mellon, as collateral agent
2.13.21.(2) Supplement No. 22 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Management Company
LLC and The Bank of New York Mellon, as collateral agent
2.13.22.(2) Supplement No. 23 to the Collateral Agreement, dated as of November 16, 2010, between PCA West Inc. and The Bank of
New York Mellon, as collateral agent
2.13.23. [Reserved]
2.13.24. [Reserved]
2.13.25.(2) Supplement No. 26 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Packaging Inc. (formerly
PWP Industries, Inc.) and The Bank of New York Mellon, as collateral agent
2.13.26. [Reserved]
2.13.27. [Reserved]
2.13.28. (2) Supplement No. 29 to the Collateral Agreement, dated as of August 19, 2011, between Bucephalas Acquisition Corp. and
The Bank of New York Mellon
2.13.29.(2) Supplement No. 30 to the Collateral Agreement, dated as of September 8, 2011, between Graham Packaging Company Inc.
and The Bank of New York Mellon
2.13.30.(2) Supplement No. 31 to the Collateral Agreement, dated as of September 8, 2011, between GPC Holdings LLC and The Bank
of New York Mellon
113
2.13.31.(2) Supplement No. 32 to the Collateral Agreement, dated as of September 8, 2011, between BCP/Graham Holdings LLC and
2.13.32.(2) Supplement No. 33 to the Collateral Agreement, dated as of October 14, 2011, between Reynolds Manufacturing, Inc. and
2.13.33.(2) Supplement No. 34 to the Collateral Agreement, dated as of October 14, 2011, between RenPac Holdings Inc. and The Bank
of New York Mellon
2.13.34.(3) Supplement No. 35 to the Collateral Agreement, dated as of March 20, 2012, between certain additional guarantors and The
Bank of New York Mellon
2.13.35. [Reserved]
2.13.36.(8) Supplement No. 37 to the Collateral Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings
(Luxembourg) V S.A. and The Bank of New York Mellon
Supplement No. 38 to the Collateral Agreement dated as of November 5, 2009, dated as of April 9, 2013, among Reynolds
2.13.37.(9) Group Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products, Inc., Reynolds Consumer
Products Holdings LLC, Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer
Inc. and The Bank of New York Mellon, as collateral agent
Supplement No. 39 to the Collateral Agreement dated as of November 5, 2009, dated as of November 15, 2013, among
2.13.38.(10) Reynolds Group Holdings Inc, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products, Inc., Reynolds
Consumer Products Holdings LLC, Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer Inc. and The Bank of New York Mellon, as collateral agent
First Lien Intercreditor Agreement, dated as of November 5, 2009, among The Bank of New York Mellon, as collateral agent,
2.14.(2) Credit Suisse, as representative under the Credit Agreement, The Bank of New York Mellon, as representative under the
Indenture, each grantor and each additional representative from time to time party thereto
2.14.1.(2) Amendment No. 1 and Joinder to the First Lien Intercreditor Agreement, dated January 21, 2010
Joinder to the First Lien Intercreditor Agreement, dated as of November 16, 2010, among The Bank of New York Mellon and
(2)
Wilmington Trust (London) Limited, as collateral agents for the Secured Parties, Credit Suisse AG, as Representative for
2.14.2. the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured Parties,
each Grantor party thereto and each additional Representative from time to time party thereto for the Additional Secured
Parties of the Series with respect to which it is acting in such capacity
Joinder to the First Lien Intercreditor Agreement, dated as of February 1, 2011, among The Bank of New York Mellon and
2.14.3.(2) the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured Parties,
The Bank of New York Mellon, as Representative under the Indenture dated October 15, 2010, The Bank of New York Mellon
and Wilmington Trust (London) Limited, each Grantor party thereto and each additional Representative from time to time
party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity
Joinder to the First Lien Intercreditor Agreement, dated as of September 8, 2011, among The Bank of New York Mellon and
the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured Parties,
2.14.4.(2) The Bank of New York Mellon, as Representative under the Indenture dated October 15, 2010, The Bank of New York Mellon,
as Representative under the Indenture dated February 1, 2011, The Bank of New York Mellon and Wilmington Trust (London)
Limited, each Grantor party thereto and each additional Representative from time to time party thereto for the Additional
Secured Parties of the Series with respect to which it is acting in such capacity
Joinder to the First Lien Intercreditor Agreement, dated as of September 28, 2012, among The Bank of New York Mellon
and Wilmington Trust (London) Limited, as collateral agents for the Secured Parties, Credit Suisse AG, as Representative
for the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured
2.14.5.(8) Parties, The Bank of New York Mellon, as Representative under the Indenture dated October 15, 2010, The Bank of New
York Mellon, as Representative under the Indenture dated February 1, 2011, The Bank of New York Mellon, as Representative
under the Indenture dated August 9, 2011, The Bank of New York Mellon and Wilmington Trust (London) Limited, each
Grantor party thereto and each additional Representative from time to time party thereto for the Additional Secured Parties
of the Series with respect to which it is acting in such capacity
Amendment and Restatement Agreement, dated as of November 5, 2009, relating to an Intercreditor Agreement dated
May 11, 2007, between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage
Packaging Holdings (Luxembourg) I S.A. (formerly Rank Holdings I S.A.), Beverage Packaging Holdings (Luxembourg) II
2.15.(2) S.A. (formerly Rank Holdings II S.A.), Credit Suisse AG, Cayman Islands Branch (formerly Credit Suisse Cayman Islands
Branch) as administrative agent, Credit Suisse AG (formerly Credit Suisse) as senior issuing bank, The Bank of New York
Mellon as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG (formerly
Credit Suisse) as security trustee
2.15.1.(2) Form of Accession Deed to the Intercreditor Agreement
2.15.2.(2) Schedule to Form of Accession Deed to the Intercreditor Agreement
2.15.3.(2) Amendment Agreement, dated as of November 5, 2010, relating to an Intercreditor Agreement dated May 11, 2007
Accession Agreement, dated November 16, 2010, by The Bank of New York Mellon, as trustee for certain senior secured
(2)
notes due 2019 to the Intercreditor Agreement, dated May 11, 2007 and made between, among others, Reynolds Group
2.15.4. Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit
Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high
yield noteholders trustee and Credit Suisse AG, as security trustee
Accession Agreement, dated February 1, 2011, by The Bank of New York Mellon, as trustee for certain senior secured notes
(2)
due 2021 to the Intercreditor Agreement, dated May 11, 2007 and made between, among others, Reynolds Group Holdings
2.15.5. Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG,
as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield
noteholders trustee and Credit Suisse AG, as security trustee
Accession Agreement, dated September 8, 2011, by The Bank of New York Mellon, as trustee for certain senior secured
(2)
114
Accession Deed to the Intercreditor Agreement, dated March 20, 2012, by the subsidiaries of Reynolds Group Holdings
2.15.7.(3) Limited listed on Schedule I thereto, Credit Suisse AG, as security trustee, The Bank of New York Mellon, as collateral agent,
and Credit Suisse AG, Cayman Islands Branch, as senior agent
Accession Agreement, dated September 28, 2012, by The Bank of New York Mellon, as trustee for certain senior secured
(8)
Accession Deed to the Intercreditor Agreement, dated November 7, 2012, by the subsidiaries of Reynolds Group Holdings
Accession Deed to the Intercreditor Agreement, dated December 14, 2012, by the subsidiaries of Reynolds Group Holdings
Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated June 15, 2013, among Reynolds Group Holdings
2.15.11.(10) Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, The Bank of New York Mellon, as collateral
agent, and Credit Suisse AG, as security trustee
2.15.12.(10) Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated November 15, 2013, by the subsidiaries of
Reynolds Group Holdings Limited listed on the Schedule I thereto
2.15.13.(9) Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated April 9, 2013, by the subsidiaries of Reynolds
Group Holdings Limited listed on the Schedule I thereto
Intercreditor Agreement, dated November 15, 2013, between, among others, Reynolds Group Holdings Limited, Beverage
2.16.(9) Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings
II Issuer Inc., Credit Suisse AG, as administrative agent and The Bank of New York Mellon as high yield noteholders trustee
2.17.(15) Accession Deed to the Intercreditor Agreement dated November 15, 2013, dated as of February 14, 2014 by the subsidiaries
of Reynolds Group Holdings Limited listed on the Schedule I thereto.
2.18.(1) Form of 8.500% Senior Note due 2018 (included in Exhibit 4.2 hereto)
2.19.(1) Form of 7.125% Senior Secured Note due 2019 (included in Exhibit 4.3 hereto)
2.20.(1) Form of 9.000% Senior Note due 2019 (included in Exhibit 4.4 hereto)
2.21.(1) Form of 6.875% Senior Secured Note due 2021 (included in Exhibit 4.5 hereto)
2.21.1.(1) Form of 8.250% Senior Note due 2021 (included in Exhibit 4.6 hereto)
2.22.(1) Form of 7.875% Senior Secured Note due 2019 (included in Exhibit 4.6.12 hereto)
2.22.1.(1) Form of 9.875% Senior Note due 2019 (originally issued on August 9, 2011) (included in Exhibit 4.6.15 hereto)
2.22.2. [Reserved]
2.22.3.(3) Form of 9.875% Senior Note due 2019 (originally issued on February 15, 2012) (included in Exhibit 4.6.24 hereto)
2.22.4.(8) Form of 5.750% Senior Secured Note due 2020 (included in Exhibit 4.6.41 hereto)
2.22.5.(9) Form of 5.625% Senior Note due 2016 (included in Exhibit 4.2.1 hereto)
2.22.6.(9) Form of 6.000% Senior Subordinated Note due 2017 (included in Exhibit 4.3.1 hereto)
2.23.(2) Copyright Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York
2.24.(2) Patent Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York
2.25.(2) Trademark Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New
York Mellon, as collateral agent
Share Pledge Agreement relating to the Shares in Closure Systems International Deutschland GmbH, dated as of
2.26.(2) November 5, 2009, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon
as collateral agent
2.27.(2) Global Assignment Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH
and The Bank of New York Mellon as collateral agent
2.28.(2) Account Pledge Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH
2.29.(2) Security Transfer Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH
2.30.(2) Global Assignment Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland Real
Estate GmbH & Co KG and The Bank of New York Mellon as collateral agent
2.31.(2) Account Pledge Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland Real Estate
GmbH & Co KG and The Bank of New York Mellon as collateral agent
2.32.(2) Security Purpose Agreement relating to Land Charges, dated as of November 5, 2009, between Closure Systems International
Deutschland Real Estate GmbH & Co KG and The Bank of New York Mellon as collateral agent
2.33.(2) Share Pledge Agreement relating to the Shares in Closure Systems International Holdings (Germany) GmbH, dated as of
November 5, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
2.34.(2) Account Pledge Agreement, dated as of November 5, 2009, between Closure Systems International Holdings (Germany)
GmbH and The Bank of New York Mellon as collateral agent
2.35.(2) Global Assignment Agreement, dated as of November 5, 2009, between Closure Systems International Holdings (Germany)
GmbH and The Bank of New York Mellon as collateral agent
115
Share Pledge Agreement relating to the Shares in SIG Beverages Germany GmbH (now merged into SIG Euro Holding AG
2.36.(2) & Co. KGaA), SIG International Services GmbH, SIG Information Technology GmbH, SIG Combibloc GmbH and SIG
Combibloc Holdings GmbH, dated as of November 5, 2009, between SIG Euro Holding AG & Co. KGaA and The Bank of
New York Mellon as collateral agent
2.37. [Reserved]
2.38. [Reserved]
2.39.(2) Share Pledge Agreement relating to the Shares in SIG Combibloc Holding GmbH, dated as of November 5, 2009, between
SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
2.40.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc Holding GmbH and The Bank of
2.41.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Holding GmbH and The Bank of New
York Mellon as collateral agent
Share Pledge Agreement relating to the Shares in SIG Combibloc Systems GmbH, SIG Vietnam Beteiligungs GmbH (now
2.42.(2) known as SIG Beteiligungs GmbH) and SIG Combibloc GmbH, dated as of November 5, 2009, between SIG Combibloc
Holding GmbH, SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent
2.43.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York
Mellon as collateral agent
2.44.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York
2.45.(2) Security Transfer Agreement, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York
2.46.(2) Security Transfer Agreement and Assignment Agreement Regarding Intellectual Property Rights, dated as of November 5,
2009, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent
2.47.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of
2.48.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of New
2.49.(2) Security Transfer Agreement, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of
2.50.(2) Security Transfer Agreement and Assignment Agreement Regarding Intellectual Property Rights, dated as of November 5,
2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
2.51.(2) Share Pledge Agreement relating to the Shares in SIG Combibloc Zerspanungstechnik GmbH, dated as of November 5,
2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
2.52.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc Zerspanungstechnik GmbH and
The Bank of New York Mellon as collateral agent
2.53.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Zerspanungstechnik GmbH and The
Bank of New York Mellon as collateral agent
2.54.(2) Security Transfer Agreement, dated as of November 5, 2009, between SIG Combibloc Zerspanungstechnik GmbH and The
2.55.(2) Pledge Agreement relating to the Shares in SIG Euro Holding AG & Co. KGaA, dated as of November 5, 2009, between SIG
Combibloc Group AG and The Bank of New York Mellon as collateral agent
2.56.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Euro Holding AG & Co. KGaA and The Bank
of New York Mellon as collateral agent
2.57.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Euro Holding AG & Co. KGaA and The Bank of
2.58.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Information Technology GmbH and The Bank
2.59.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Information Technology GmbH and The Bank of
2.60.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG International Services GmbH and The Bank
2.61.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG International Services GmbH and The Bank of
2.62.(2) Global Assignment Agreement, dated as of November 5, 2009, between SIG Vietnam Beteiligungs GmbH (now known as
SIG Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent
2.63.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Vietnam Beteiligungs GmbH (now known as SIG
Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent
2.64.(2) Pledge Over Bank Accounts, dated as of November 5, 2009, between Closure Systems International (Luxembourg) S. r.l.
(succeeded by Beverage Packaging Holdings (Luxembourg) III S. r.l.) and The Bank of New York Mellon as collateral agent
2.65. [Reserved]
2.66.(2) Pledge Over Bank Accounts, dated as of November 5, 2009, between Reynolds Consumer Products (Luxembourg) S. r.l.
(succeeded by Beverage Packaging Holdings (Luxembourg) III S. r.l.) and The Bank of New York Mellon as collateral agent
2.67. [Reserved]
Specific Security Deed in respect of Reynolds Group Holdings Limited's shareholding in Beverage Packaging Holdings
2.68.(2) (Luxembourg) I S.A. (NZ Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank
116
2.69. [Reserved]
2.70. [Reserved]
2.71.(2) Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg Law), dated as of
November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
2.72. [Reserved]
2.73. [Reserved]
2.74.(2) Pledge Over Receivables from Beverage Packaging Holdings (Luxembourg) III S. r.l., dated as of November 5, 2009,
between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
Luxembourg Pledge Agreement Profit Participating Bonds issued by Beverage Packaging Holdings (Luxembourg) III S.
2.75.(2) r.l., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York
2.76.(2) Pledge Over Bank Accounts, dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A.
2.77.(2) Pledge Over Receivables from Beverage Packaging Holdings (Luxembourg) I S.A., dated as of November 5, 2009, between
Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York Mellon as collateral agent
2.78. [Reserved]
2.79. [Reserved]
2.80.(2) Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) III S. r.l., dated as of November 5, 2009,
2.81.(2) Pledge over Bank Accounts, dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) III S.
r.l. and The Bank of New York Mellon as collateral agent
2.82.(2) Pledge over Receivables from Beverage Packaging Holdings (Luxembourg) I S.A., dated as of November 5, 2009, between
Beverage Packaging Holdings (Luxembourg) III S. r.l. and The Bank of New York Mellon as collateral agent
2.83.(2) Pledge Over Shares Agreement in Reynolds Group Issuer (Luxembourg) S.A., dated as of November 5, 2009, between
Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
2.84.(2) Pledge Over Receivables (relating to Beverage Packaging Holdings (Luxembourg) III S. r.l.), dated as of November 5, 2009,
between Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon as collateral agent
2.85.(2) Pledge over Bank Accounts, dated as of November 5, 2009, between Reynolds Group Issuer (Luxembourg) S.A. and The
Deed of Pledge of Registered Shares in Closure Systems International B.V., dated as of November 5, 2009, between Closure
2.86.(2) Systems International (Luxembourg) S. r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S. r.l.) and The
Disclosed Pledge of Bank Accounts, dated as of November 5, 2009, between Closure Systems International B.V., Reynolds
2.87.(2) Consumer Products (Luxembourg) S. r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S. r.l.) and The
Deed of Pledge of Registered Shares in Reynolds Consumer Products International B.V. (succeeded by Reynolds Packaging
2.88.(2) International B.V.), dated as of November 5, 2009, between Reynolds Consumer Products (Luxembourg) S. r.l. (succeeded
by Beverage Packaging Holdings (Luxembourg) III S. r.l.) and The Bank of New York Mellon as collateral agent
2.89.(2) General Security Deed, dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New
2.90.(2) Pledge of Registered Shares in SIG allCap AG, dated as of November 5, 2009, between SIG Finanz AG and The Bank of
2.91.(2) Assignment of Bank Accounts, dated as of November 5, 2009, between SIG allCap AG and The Bank of New York Mellon
as collateral agent
2.92.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG allCap AG and The Bank of New York Mellon as
collateral agent
2.93.(2) Receivables Assignment, dated as of November 5, 2009, between SIG allCap AG and The Bank of New York Mellon as
collateral agent
2.94.(2) Pledge of Registered Shares in SIG Combibloc Group AG, dated as of November 5, 2009, between Beverage Packaging
Holdings (Luxembourg) III S. r.l. and The Bank of New York Mellon as collateral agent
2.95.(2) Assignment of Bank Accounts, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New
2.96.(2) Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York
2.97.(2) Receivables Assignment, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York
2.98.(2) Pledge of Registered Shares in SIG Combibloc (Schweiz) AG, dated as of November 5, 2009, between SIG Finanz AG and
The Bank of New York Mellon as collateral agent
2.99.(2) Assignment of Bank Accounts, dated as of November 5, 2009, between SIG Combibloc (Schweiz) AG and The Bank of New
2.100.(2) Receivables Assignment, dated as of November 5, 2009, between SIG Combibloc (Schweiz) AG and The Bank of New York
2.101.(2) Intellectual Property Rights Pledge, dated as of November 5, 2009, between SIG Finanz AG and The Bank of New York
2.102. [Reserved]
117
2.103. [Reserved]
2.104. [Reserved]
2.105. [Reserved]
2.106. (2) Pledge of Registered Shares in SIG Technology AG, dated as of November 5, 2009, between SIG Finanz AG and The Bank
2.107.(2) Assignment of Bank Accounts, dated as of November 5, 2009, between SIG Technology AG and The Bank of New York
2.108.(2) Receivables Assignment, dated as of November 5, 2009, between SIG Technology AG and The Bank of New York Mellon
as collateral agent
2.109.(2) Intellectual Property Rights Pledge, dated as of November 5, 2009, between SIG Technology AG and The Bank of New York
2.110.(2) Security Over Shares Agreement in CSI Latin American Holdings Corporation, dated as of December 2, 2009, between
Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
2.111. [Reserved]
Canadian Pledge Agreement in Shares of Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada
2.112.(2) Inc.), dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as
collateral agent
2.113.(2) Canadian General Security Agreement, dated as of December 2, 2009, between Closure Systems International (Canada)
Limited (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent
2.114. [Reserved]
Pledge over Receivables Agreement (relating to Beverage Packaging Holdings (Luxembourg) I S.A.) (Luxembourg law),
2.115.(2) dated as of December 2, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral
agent
2.116.(2) Security Assignment of Contractual Rights Under a Specific Contract, dated as of December 2, 2009, between Beverage
Packaging Holdings (Luxembourg) III S. r.l. and The Bank of New York Mellon as collateral agent
2.117.(2) Security Transfer and Assignment Agreement Regarding Intellectual Property Rights, dated as of December 2, 2009, between
SIG Finanz AG and The Bank of New York Mellon as collateral agent
2.118.(2) Security Transfer and Assignment Agreement Regarding Intellectual Property Rights, dated as of December 2, 2009, between
SIG Technology AG and The Bank of New York Mellon as collateral agent
2.119.(2) Security Over Shares Agreement in Closure Systems International (UK) Limited, dated as of December 2, 2009, between
Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
2.120. [Reserved]
Security Over Shares Agreement in Reynolds Consumer Products (UK) Limited, dated as of December 2, 2009, between
2.121.(2) Reynolds Consumer Products International B.V. (succeeded by Reynolds Packaging International B.V.) and The Bank of
2.122. [Reserved]
2.123. [Reserved]
2.124. [Reserved]
2.125. [Reserved]
2.126. (2) Pledge Over Registered Shares of SIG Combibloc Procurement AG, dated as of December 2, 2009, between SIG Combibloc
Group AG and The Bank of New York Mellon as collateral agent
2.127.(2) Assignment of Bank Accounts, dated as of December 2, 2009, between SIG Combibloc Procurement AG and The Bank of
2.128.(2) Account Pledge Agreement, dated as of December 2, 2009, between SIG Combibloc Procurement AG and The Bank of New
2.129.(2) Receivables Assignment, dated as of December 2, 2009, between SIG Combibloc Procurement AG and The Bank of New
2.130. [Reserved]
2.131.(2) Pledge Agreement Over Inventory, Equipment and Other Assets, dated January 29, 2010, granted by Closure Systems
International (Brazil) Sistemas de Vedao Ltda. in favour of The Bank of New York Mellon as collateral agent
2.132.(2) Pledge Agreement Over Receivables and Other Credit Rights, dated January 29, 2010, granted by Closure Systems
International (Brazil) Sistemas de Vedao Ltda. in favour of The Bank of New York Mellon as collateral agent
2.133.(2) Accounts Pledge Agreement, dated January 29, 2010, granted by Closure Systems International (Brazil) Sistemas de
Vedao Ltda. in favour of The Bank of New York Mellon as collateral agent
Quota Pledge Agreement, dated January 29, 2010, granted by Closure Systems International Holdings, Inc. (US) and Closure
2.134.(2) Systems International B.V. (Netherlands) in favour of The Bank of New York Mellon as collateral agent and acknowledged
by Closure Systems International (Brazil) Sistemas de Vedao Ltda.
Pledge of Quotas Agreement, dated January 29, 2010, entered into by Closure Systems International B.V. over its quotas
2.135.(2) in CSI Closure Systems Manufacturing de Centro America, S.R.L. in favour of Wilmington Trust (London) Limited as collateral
agent
Partnership Interest Pledge Agreement relating to the interests in SIG Euro Holding AG & Co KGaA, dated January 29, 2010,
2.136.(2) by SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) in favour of The Bank of New York Mellon as
collateral agent
2.137. [Reserved]
2.138. [Reserved]
118
2.139. [Reserved]
2.140. [Reserved]
2.141. [Reserved]
2.142. [Reserved]
2.143. [Reserved]
2.144. [Reserved]
Floating Lien Pledge Agreement, dated January 29, 2010, given by Bienes Industriales del Norte, S.A. de C.V., CSI Ensenada,
2.145.(2) S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de
R.L. de C.V. (Mexico) and Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico) in favour of The Bank of New York Mellon
as collateral agent
Equity Interests Pledge Agreement, dated January 29, 2010, representing the capital stock of Bienes Industriales del Norte,
2.146.(2) S.A. de C.V., CSI Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V.,
Grupo CSI de Mexico, S. de R.L. de C.V. and Tecnicos de Tapas Innovativas S.A. de C.V., given by the parent companies
of such companies in favour of The Bank of New York Mellon as collateral agent
2.147.(2) Pledge of Registered Shares of SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), dated January 29,
2010, entered into by SIG Finanz AG in favour of The Bank of New York Mellon as collateral agent
2.148.(2) Receivables Assignment, dated January 29, 2010, given by SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG
Reinag AG) in favour of The Bank of New York Mellon as collateral agent
2.149.(2) Share Pledge Agreement in respect of SIG Combibloc Ltd., dated January 29, 2010, by SIG Combibloc Holding GmbH
(Germany) in favour of Wilmington Trust (London) Limited as collateral agent
2.150.(2) Conditional Assignment of Bank Accounts, dated January 29, 2010, granted by SIG Combibloc Ltd. (Thailand) in favour of
Wilmington Trust (London) Limited as collateral agent
2.151.(2) Conditional Assignment of Receivables Agreement, dated January 29, 2010, granted by SIG Combibloc Ltd. (Thailand) in
favour of Wilmington Trust (London) Limited as collateral agent
Supplemental Conditional Assignment of Receivables Agreement, dated February 24, 2014, granted by SIG Combibloc Ltd.
2.151.1(15)
(Thailand) in favour of Wilmington Trust (London) Limited as collateral agent
Supplemental Conditional Assignment of Receivables Agreement, dated April 14, 2014, granted by SIG Combibloc Ltd.
2.151.2(15)
Supplemental Conditional Assignment of Receivables Agreement, dated June 13, 2014, granted by SIG Combibloc Ltd.
2.151.3(15)
Supplemental Conditional Assignment of Receivables Agreement, dated August 7, 2014, granted by SIG Combibloc Ltd.
2.151.4(15)
Supplemental Conditional Assignment of Receivables Agreement, dated October 16, 2014, granted by SIG Combibloc Ltd.
2.151.5(15)
Supplemental Conditional Assignment of Receivables Agreement, dated December 12, 2014, granted by SIG Combibloc
2.151.6(15)
Ltd. (Thailand) in favour of Wilmington Trust (London) Limited as collateral agent
2.152. [Reserved]
2.153. [Reserved]
Security Over Shares Agreement relating to shares of Closure Systems International (Hong Kong) Limited, dated
2.154.(2) February 25, 2010, entered into by SIG Finanz AG (Switzerland) in favour of Wilmington Trust (London) Limited as collateral
agent
2.155. [Reserved]
2.156. [Reserved]
2.157.(2) Share Pledge Agreement over shares in SIG Austria Holding GmbH, dated March 4, 2010, between SIG Finanz AG and
Wilmington Trust (London) Limited
2.158.(2) Share Pledge Agreement over shares in SIG Combibloc GmbH (Austria), dated March 4, 2010, between SIG Finanz AG
and Wilmington Trust (London) Limited
2.159.(2) Interest Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH (Austria) and Wilmington Trust (London)
Limited
2.160.(2) Interest Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited
2.161.(2) Account Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London)
Limited
2.162.(2) Account Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London)
Limited
2.163.(2) Account Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH (Austria) and Wilmington Trust (London)
Limited
2.164.(2) German Law Account Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust
(London) Limited
2.165.(2) German Law Account Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington
Trust (London) Limited
2.166.(2) Confirmation and Amendment Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington
Trust (London) Limited
2.167.(2) Charge and Security Deposit Over Bank Accounts Agreement, dated March 4, 2010 between SIG Combibloc GmbH & Co
KG and Wilmington Trust (London) Limited
119
2.168.(2) Receivables Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London)
Limited
2.169.(2) Receivables Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington Trust
(London) Limited
2.170.(2) Receivables Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH (Austria) and Wilmington Trust
(London) Limited
2.171.(2) Pledge Agreement relating to the shares in SIG Euro Holding AG & Co. KGaA, dated March 4, 2010, between SIG Austria
Holding GmbH and The Bank of New York Mellon
Pledge Over Receivables Agreement, dated February 23, 2010, and entered into between Beverage Packaging Holdings
2.172.(2) (Luxembourg) I S.A. as pledgor and the Collateral Agent in the presence of SIG Austria Holding GmbH and SIG Euro Holding
AG & Co. KGaA, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg)
I S.A. towards SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA under certain intercompany loan agreements
2.173.(2) Patent Security Agreement, dated as of May 4, 2010, among the grantors listed thereto and The Bank of New York Mellon
as collateral agent
2.174.(2) Trademark Security Agreement, dated as of May 4, 2010, among the grantors listed thereto and The Bank of New York
2.175.(2) Canadian General Security Agreement, dated as of December 2, 2009, entered into by Evergreen Packaging Canada Limited
2.176.(2) Canadian Pledge Agreement, dated as of May 4, 2010, entered into by Evergreen Packaging International B.V.
2.177. [Reserved]
2.178. [Reserved]
2.179.(2) Pledge Over Shares Agreement in Evergreen Packaging (Luxembourg) S.. r.l., dated as of May 4, 2010, between SIG
Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
2.180.(2) Pledge Over Bank Account, dated as of May 4, 2010, between Evergreen Packaging (Luxembourg) S.. r.l. and The Bank
of New York Mellon
2.181.(2) Pledge Over Receivables from SIG Combibloc Holding GmbH, dated as of May 4, 2010, between Beverage Packaging
Holdings (Luxembourg) III S. r.l. and The Bank of New York Mellon
2.182. [Reserved]
2.183. [Reserved]
2.184.(2) Deed of Pledge of Registered Shares in Evergreen Packaging International B.V., dated as of May 4, 2010, between Evergreen
Packaging (Luxembourg) S.. r.l. and The Bank of New York Mellon as collateral agent
2.185.(2) Disclosed Pledge of Bank Accounts, dated as of May 4, 2010, between Evergreen Packaging International B.V. and The
Amendment to the Quota Pledge Agreement, dated as of May 4, 2010, granted by Closure Systems International B.V. and
2.186.(2) Closure Systems International Holdings Inc. in favor of The Bank of New York Mellon as collateral agent and acknowledged
by Closure Systems International (Brazil) Sistemas de Vedao Ltda.
2.187.(2) Amendment to the Pledge Agreement Over Receivables and Other Credit Rights, dated as of May 4, 2010, between Closure
Systems International (Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon as collateral agent
2.188.(2) Amendment to the Accounts Pledge Agreement, dated May 4, 2010, between Closure Systems International (Brazil) Sistemas
de Vedao Ltda. and The Bank of New York Mellon as collateral agent
2.189.(2) Amendment to the Pledge Agreement over Inventory, Equipment and Other Assets, dated May 4, 2010, between Closure
Systems International (Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon as collateral agent
2.190.(2) Amendment to the Accounts Pledge Agreement, dated May 4, 2010, between SIG Combibloc do Brasil Ltda. and The Bank
2.191.(2) Amendment to the Pledge Agreement Over Receivables and Other Credit Rights, dated as of May 4, 2010, between SIG
Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent
Amendment to the Quota Pledge Agreement, dated as of May 4, 2010, granted by SIG Euro Holding AG & Co. KGaA and
2.192.(2) SIG Beverages Germany GmbH (now merged into SIG Euro Holding AG & Co. KGaA) in favor of The Bank of New York
Mellon as collateral agent and acknowledged by SIG Beverages Brasil Ltda.
2.193.(2) Amendment to the Quota Pledge Agreement, dated as of August 27, 2010, granted by SIG Austria Holding GmbH in favor
of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
Confirmation and Amendment Agreement relating to non-notarial accessory security, dated as of May 4, 2010, between SIG
Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, Closure Systems International
(Germany) GmbH, SIG Combibloc GmbH, SIG Beverages Germany GmbH (now merged into SIG Euro Holding AG & Co.
2.194.(2) KGaA), SIG International Services GmbH, SIG Information Technology GmbH, SIG Vietnam Beteiligungs GmbH (now known
as SIG Beteiligungs GmbH), SIG Combibloc Zerspanungstechnik GmbH, Closure Systems International Deutschland GmbH,
SIG Combibloc Group AG, SIG Finanz AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG allCap AG, SIG Combibloc
Procurement AG and SIG Reinag AG and The Bank of New York Mellon as collateral agent
Confirmation and Amendment Agreement relating to non-accessory security, dated as of May 4, 2010, between SIG Euro
Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, SIG Beverages Germany GmbH
(now merged into SIG Euro Holding AG & Co. KGaA), SIG Combibloc Zerspanungstechnik GmbH, SIG International Services
2.195.(2) GmbH, Closure Systems International (Germany) GmbH, SIG Information Technology GmbH, SIG Vietnam Beteiligungs
GmbH (now known as SIG Beteiligungs GmbH), Closure Systems International Holdings (Germany) GmbH, Closure Systems
International Deutschland GmbH, SIG Finanz AG and SIG Technology AG and The Bank of New York Mellon as collateral
agent
Confirmation and Amendment Agreement relating to notarial share pledges, dated May 4, 2010, between SIG Combibloc
2.196.(2) Group AG, SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, Closure
Systems International Holdings (Germany) GmbH and Closure Systems International B.V. and The Bank of New York Mellon
as collateral agent
120
2.197.(2) Confirmation and Amendment Agreement relating to a share pledge agreement over shares in SIG Euro Holding AG & Co.
KGaA, dated May 4, 2010, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
2.198. [Reserved]
2.199. [Reserved]
2.200. [Reserved]
2.201. [Reserved]
2.202. [Reserved]
2.203. [Reserved]
2.204. [Reserved]
Amendment Agreement relating to a Quota Charge Agreement over the quota in CSI Hungary Manufacturing and Trading
2.205.(2) Limited Liability Company, dated May 4, 2010, between Closure Systems International B.V., CSI Hungary Manufacturing
and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent
Confirmation Agreement, dated May 4, 2010, between Reynolds Group Holdings Limited, Beverage Packaging Holdings
(2)
(Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III
2.206. S. r.l., Reynolds Group Issuer (Luxembourg) S.A., SIG Finance (Luxembourg) S. r.l., Closure Systems International
(Luxembourg) S. r.l., Reynolds Consumer Products (Luxembourg) S. r.l. and SIG Asset Holdings Limited and The Bank
Acknowledgment Agreement to an equity interests pledge agreement, dated May 4, 2010, between Grupo CSI de Mexico,
2.207.(2) S. de R.L. de C.V., Closure Systems Internacional B.V., CSI Mexico LLC, CSI en Saltillo S. de R.L. de C.V., Closure Systems
Mexico Holdings LLC and The Bank of New York Mellon as collateral agent
Acknowledgment Agreement to a floating lien pledge agreement, dated May 4, 2010, between Bienes Industriales del Norte,
2.208.(2) S.A. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V.,
Grupo CSI de Mexico, S. de R.L. de C.V. and Tecnicos de Tapas Innovativas S.A. de C.V. in favour of The Bank of New York
2.209.(2) Acknowledgment Agreement to an irrevocable security trust agreement with reversion rights, dated May 4, 2010, between
CSI en Saltillo, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent
Confirmation and Amendment Agreement, dated May 4, 2010, between Beverage Packaging Holdings (Luxembourg) III S.
2.210.(2) r.l, SIG Combibloc Group AG, SIG Finanz AG, SIG allCap AG, SIG Combibloc (Schweiz) AG, SIG Schweizerische Industrie-
Gesellschaft AG, SIG Technology AG, SIG Combibloc Procurement AG, SIG Reinag AG and The Bank of New York Mellon
as collateral agent
2.211.(2) Confirmation Letter, dated May 4, 2010, from SIG Combibloc Ltd. to Credit Suisse AG as administrative agent and Wilmington
Trust (London) Limited as collateral agent
Quota Pledge Agreement, dated March 30, 2010, granted by SIG Euro Holding AG & Co. KGaA and SIG Beverages Germany
2.212.(2) GmbH (now merged into SIG Euro Holding AG & Co. KGaA) in favour of The Bank of New York Mellon as collateral agent
and acknowledged by SIG Beverages Brasil Ltda. (Brasil)
2.213.(2) Quota Pledge Agreement, dated March 30, 2010, granted by SIG Austria Holding GmbH in favour of The Bank of New York
Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda. (Brasil)
2.214.(2) Pledge Agreement Over Receivables and Other Credit Rights, dated March 30, 2010, granted by SIG Combibloc do Brasil
Ltda. (Brasil) in favour of The Bank of New York Mellon as collateral agent
2.215.(2) Accounts Pledge Agreement, dated March 30, 2010, granted by SIG Combibloc do Brasil Ltda. (Brasil) in favour of The Bank
2.216.(2) Deed of Hypothec between Evergreen Packaging Canada Limited and The Bank of New York Mellon as fond de pouvoir,
dated June 28, 2010
2.217.(2) Bond Pledge Agreement between Evergreen Packaging Canada Limited and The Bank of New York Mellon as collateral
agent, dated June 28, 2010
2.218.(2) Bond issued by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon as collateral agent
2.219. (2) General Security Deed, dated as of May 28, 2010, between Whakatane Mill Limited and Wilmington Trust (London) Limited
as collateral agent
2.220.(2) Specific Security Deed in respect of the shares of Whakatane Mill Limited, dated as of May 28, 2010, between SIG Combibloc
Holding GmbH and Wilmington Trust (London) Limited as collateral agent
2.221.(2) Security Over Shares Agreement granted by SIG Combibloc Holding GmbH, dated August 16, 2010
2.222. (2) Confirmation Agreement to Austrian Law Security Documents, dated August 27, 2010, between SIG Austria Holding GmbH,
SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited as collateral agent
2.223.(2) Canadian General Security Agreement, dated as of September 1, 2010, between Reynolds Food Packaging Canada Inc.
(amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent
2.224. [Reserved]
2.225.(2) Deed of Hypothec granted by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of
The Bank of New York Mellon as collateral agent, dated September 1, 2010
2.226.(2) Bond Pledge Agreement granted by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour
of The Bank of New York Mellon as collateral agent, dated September 1, 2010
2.227.(2) Bond issued by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of
New York Mellon as collateral agent, dated September 1, 2010
Floating Lien Pledge Agreement, dated September 1, 2010, between Maxpack, S. de R.L. de C.V. (succeeded by Pactiv
2.228.(2) Foodservice Mexico, S. de R.L. de C.V.), Reynolds Metals Company de Mexico, S. de R.L. de C.V. and The Bank of New
121
Partnership Interests Pledge Agreement, dated September 1, 2010, between Reynolds Packaging International B.V., Closure
2.229.(2) Systems International B.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V. and The Bank of New York Mellon,
and acknowledged by Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mexico, S. de R.L. de C.V.)
2.230.(2) Disclosed Pledge of Bank Accounts, dated September 1, 2010, between Reynolds Packaging International B.V. and The
2.231.(2) Deed of Pledge of Registered Shares, dated September 1, 2010, between Closure Systems International B.V., Reynolds
Packaging International B.V. and The Bank of New York Mellon
Assignment Agreement, dated October 15, 2014, between Closure Systems International B.V., Pactiv Canada Inc. and The
2.232.(15) Bank of New York Mellon
2.233. [Reserved]
2.234. (2) Security Over Shares Agreement relating to shares in Ivex Holdings, Ltd., dated September 1, 2010, between Reynolds
Packaging International B.V. and The Bank of New York Mellon as collateral agent
2.235. [Reserved]
2.236. [Reserved]
2.237.(2) Copyright Security Agreement, dated as of November 16, 2010, among Pactiv Corporation (now known as Pactiv LLC), a
Delaware corporation and The Bank of New York Mellon as collateral agent
2.238.(2) Patent Security Agreement, dated as of November 16, 2010, among the grantors listed on thereto and The Bank of New
York Mellon
2.239.(2) Trademark Security Agreement, dated as of November 16, 2010, among the grantors listed on thereto and The Bank of New
2.240.(2) Canadian General Security Agreement granted by 798795 Ontario Limited (amalgamated into Pactiv Canada Inc.) in favour
of The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.241. [Reserved]
2.242. (2) Canadian General Security Agreement granted by Newspring Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour
2.243. [Reserved]
2.244. (2) Canadian General Security Agreement granted by Pactiv Canada Inc. in favour of The Bank of New York Mellon as collateral
agent, dated November 16, 2010
2.245. [Reserved]
2.246. [Reserved]
2.247. [Reserved]
2.248. [Reserved]
Second Amendment to Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedao
2.249.(2) Ltda. between Closure Systems International B.V. and Closure Systems International Holdings Inc. and The Bank of New
York Mellon as collateral agent, dated November 16, 2010
2.250.(2) Second Amendment to Pledge Agreement Over Receivables and Other Credit Rights between Closure Systems International
(Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.251.(2) Second Amendment to Accounts Pledge Agreement between Closure Systems International (Brazil) Sistemas de Vedao
Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
Second Amendment to Pledge Agreement Over Inventory, Equipment and Other Assets between Closure Systems
2.252.(2) International (Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon as collateral agent, dated November 16,
2010
2.253.(2) Second Amendment to Accounts Pledge Agreement between SIG Combibloc do Brasil Ltda. and The Bank of New York
Mellon as collateral agent, dated November 16, 2010
2.254.(2) Second Amendment to Pledge Agreement Over Receivables and Other Credit Rights between SIG Combibloc do Brasil
Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
Second Amendment to Quota Pledge Agreement over quotas in SIG Beverages Brasil Ltda. between SIG Euro Holding
2.255.(2) AG & Co. KGaA and SIG Beverages Germany GmbH (now merged into SIG Euro Holding AG & Co. KGaA) and The Bank
of New York Mellon as collateral agent, dated November 16, 2010
2.256.(2) Deed of Hypothec between Evergreen Packaging Canada Limited and The Bank of New York Mellon as fond de pouvoir,
dated November 16, 2010
2.257.(2) Bond Pledge Agreement between Evergreen Packaging Canada Limited and The Bank of New York Mellon as collateral
2.258.(2) Bond issued by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon as collateral agent, dated
November 16, 2010
2.259.(2) Deed of Hypothec between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank
of New York Mellon as fond de pouvoir, dated November 16, 2010
2.260.(2) Bond Pledge Agreement between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The
Bank of New York Mellon as collateral agent, dated November 16, 2010
2.261.(2) Bond issued by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of
New York Mellon as collateral agent, dated November 16, 2010
122
Confirmation and Amendment Agreement relating to non-accessory security between SIG Euro Holding AG & Co. KGaA,
SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, SIG Combibloc GmbH, SIG Beverages Germany GmbH
(now merged into SIG Euro Holding AG & Co. KGaA), SIG Combibloc Zerspanungstechnik GmbH, SIG International Services
2.262.(2) GmbH, SIG Information Technology GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH),
Closure Systems International Holdings (Germany) GmbH, Closure Systems International Deutschland GmbH, SIG
Combibloc Group AG and SIG Technology AG and The Bank of New York Mellon as collateral agent (global assignment
agreements, security transfer agreements, IP assignment agreements and security purpose agreements), dated
November 16, 2010
Share Pledge Agreements between SIG Combibloc Group AG, SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems
2.263.(2) GmbH, SIG Combibloc Holding GmbH, Closure Systems International Holdings (Germany) GmbH and Closure Systems
International B.V. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
Junior Share and Partnership Interest Pledge Agreement relating to shares and interests in SIG Euro Holding AG & Co.
2.264.(2) KGaA between SIG Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) and
The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.265.(2) Account Pledge Agreement between Closure Systems International Deutschland GmbH and The Bank of New York Mellon
as collateral agent, dated November 16, 2010
2.266.(2) Account Pledge Agreement between Closure Systems International Holdings (Germany) GmbH and The Bank of New York
Mellon as collateral agent, dated November 16, 2010
2.267. [Reserved]
2.268. (2) Account Pledge Agreement between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent, dated
November 16, 2010
2.269.(2) Account Pledge Agreement between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent,
2.270.(2) Account Pledge Agreement between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent,
2.271.(2) Account Pledge Agreement between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as
collateral agent, dated November 16, 2010
2.272.(2) Account Pledge Agreement between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral
2.273.(2) Account Pledge Agreement between SIG Information Technology GmbH and The Bank of New York Mellon as collateral
2.274.(2) Account Pledge Agreement between SIG International Services GmbH and The Bank of New York Mellon as collateral agent,
2.275.(2) Account Pledge Agreement between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The
2.276. [Reserved]
2.277. (2) Account Pledge Agreement between SIG allCap AG and The Bank of New York Mellon as collateral agent, dated November 16,
2010
2.278.(2) Account Pledge Agreement between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent, dated
November 16, 2010
2.279.(2) Account Pledge Agreement between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent,
2.280. [Reserved]
2.281. [Reserved]
Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong)
2.282.(2) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated
November 16, 2010
Partnership Interest Pledge Agreement relating to the Partnership Interest in CSI en Saltillo S. de R.L. de C.V., dated as of
2.283.(15) January 15, 2014, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent (English
version)
2.284. [Reserved]
2.285. [Reserved]
2.286. [Reserved]
2.287. [Reserved]
2.288. [Reserved]
2.289. [Reserved]
2.290. [Reserved]
2.291. [Reserved]
2.292. [Reserved]
Amendment Agreement No. 2 relating to a Quota Charge Agreement over the quotas in CSI Hungary Manufacturing and
2.293.(2) Trading Limited Liability Company between Closure Systems International B.V., CSI Hungary Manufacturing and Trading
Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
Confirmation Agreement between Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A.,
(2)
Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S. r.l., SIG Finance
2.294. (Luxembourg) S. r.l., Reynolds Group Issuer (Luxembourg) S.A., Closure Systems International (Luxembourg) S. r.l.,
Reynolds Consumer Products (Luxembourg) S. r.l., Evergreen Packaging (Luxembourg) S. r.l., SIG Asset Holdings Limited
and SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
123
Acknowledgment Agreement in respect of the equity/partnership interests pledge agreements between Grupo CSI de Mxico,
2.295.(2) S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems
Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. and Reynolds Metals
Company de Mxico, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
Acknowledgment Agreement in respect of the floating lien pledge agreements between Bienes Industriales del Norte, S.A.
de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V.,
2.296.(2) Grupo CSI de Mexico, S. de R.L. de C.V., Tecnicos de Tapas Innovativas S.A. de C.V., Evergreen Packaging Mxico, S. de
R.L. de C.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V. and Maxpack, S. de R.L. de C.V. (succeeded by
Pactiv Foodservice Mxico, S, de R.L. de C.V.) and The Bank of New York Mellon as collateral agent (Spanish and English
versions), dated November 16, 2010
2.297.(2) Acknowledgment Agreement in respect of a security trust agreement between CSI en Saltillo, S. de R.L. de C.V. and The
Bank of New York Mellon as collateral agent (Spanish and English versions), dated November 16, 2010
Confirmation and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S. r.l., SIG Combibloc
2.298.(2) Group AG, SIG allCap AG, SIG Combibloc (Schweiz) AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG Technology
AG, SIG Combibloc Procurement AG and SIG Reinag AG and The Bank of New York Mellon as collateral agent, dated
November 16, 2010
2.299.(2) Confirmation Letter from SIG Combibloc Ltd. to Credit Suisse AG as administrative agent and Wilmington Trust (London)
Limited as collateral agent, and acknowledged by Wilmington Trust (London) Limited, dated November 16, 2010
2.300. [Reserved]
Deed of Confirmation and Amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted
2.301.(2) by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16,
2010
2.302. [Reserved]
2.303.(2) Deed of Confirmation and Amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging
International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.304. [Reserved]
2.305. [Reserved]
Deed of Confirmation and Amendment relating to a pledge of shares in Reynolds Consumer Products (UK) Limited granted
2.306.(2) by Reynolds Consumer Products International B.V. (succeeded by Reynolds Packaging International B.V.) in favour of The
2.307. [Reserved]
2.308. [Reserved]
2.309.(2) Deed of Confirmation and Amendment relating to a pledge of shares in SIG Combibloc Limited granted by SIG Combibloc
Holding GmbH in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.310. [Reserved]
2.311. [Reserved]
2.312. [Reserved]
Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract
2.313.(2) granted by Beverage Packaging Holdings (Luxembourg) I S.A. in favour of The Bank of New York Mellon as collateral agent,
2.314.(2) granted by Beverage Packaging Holdings (Luxembourg) III S. r.l. in favour of The Bank of New York Mellon as collateral
2.315.(2) granted by Closure Systems International (Luxembourg) S. r.l. (succeeded by Beverage Packaging Holdings (Luxembourg)
III S. r.l.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.316.(2) granted by Reynolds Consumer Products (Luxembourg) S. r.l. (succeeded by Beverage Packaging Holdings (Luxembourg)
III S. r.l.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
2.317.(2) granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated
November 16, 2010
2.318.(2) granted by Reynolds Consumer Products International B.V. (succeeded by Reynolds Packaging International B.V.) in favour
2.319.(2) Second Amendment to Quota Pledge Agreement, dated as of January 14, 2011, granted by SIG Austria Holding GmbH in
favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
2.320.(2) Confirmation Agreement, dated January 14, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc
GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional collateral agent
2.321.(2) Account Pledge Agreement, dated January 14, 2011, between SIG Austria Holding GmbH and Wilmington Trust (London)
Limited in its capacity as additional collateral agent
2.322.(2) Account Pledge Agreement, dated January 14, 2011, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London)
2.323.(2) Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KGaA, dated January 14, 2011, among SIG Austria
Holding GmbH, SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon
Amendment Agreement No. 2 relating to a Charge and Security Deposit Over Bank Accounts Agreement, dated January 14,
2.324.(2) 2011, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional collateral
agent
124
2.325.(2) Confirmation and Amendment Agreement, dated January 14, 2011, among SIG Combibloc GmbH & Co KG and Wilmington
Trust (London) Limited in its capacity as additional collateral agent
2.326. [Reserved]
2.327. [Reserved]
2.328. [Reserved]
2.329. [Reserved]
2.330. [Reserved]
2.331. [Reserved]
2.332. [Reserved]
2.333. [Reserved]
2.334. [Reserved]
2.335. [Reserved]
Confirmation Agreement between Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S. r.l.,
2.336.(2) Beverage Packaging Holdings (Luxembourg) II S. r.l., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds
Group Issuer (Luxembourg) S.A., Evergreen Packaging (Luxembourg) S. r.l. and The Bank of New York Mellon as collateral
agent, dated February 1, 2011
2.337.(2) between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent, dated
February 1, 2011
2.338.(2) Confirmation and Amendment Agreement between SIG Combibloc Group AG, Beverage Packaging Holdings (Luxembourg)
III S. r.l. and The Bank of New York Mellon as collateral agent, dated February 1, 2011
2.339.(2) (relating to loans to SIG Euro and CSI B.V.) between Beverage Packaging Holdings (Luxembourg) III S. r.l. and The Bank
of New York Mellon as collateral agent, dated February 1, 2011
Deed of Release in respect of an English law security assignment of contractual rights under a specific contract between
2.340.(2) Closure Systems International (Luxembourg) S. r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S. r.l.)
and The Bank of New York Mellon as collateral agent, dated February 1, 2011
Deed of Release in respect of an English law security assignment of contractual rights under a specific contract between
2.341.(2) Reynolds Consumer Products (Luxembourg) S. r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S. r.l.)
and The Bank of New York Mellon as collateral agent, dated February 1, 2011
2.342.(2) Security Assignment of Contractual Rights Under a Specific Contract between Beverage Packaging Holdings (Luxembourg)
Acknowledgment Agreement in respect of an Equity Interests Pledge Agreement and Partnership Interests Pledge Agreement
2.343.(2) among Closure Systems International B.V., Evergreen Packaging International B.V., Reynolds Packaging International B.V.,
CSI Mexico LLC, Closure Systems Mexico Holdings LLC and The Bank of New York Mellon, dated February 1, 2011
Acknowledgment Agreement in respect of the Floating Lien Pledge Agreements among Grupo CSI de Mxico, S. de R.L.
de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V.,
2.344.(2) Bienes Industriales del Norte, S.A. de C.V., Tcnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging Mxico, S.
de R.L. de C.V., Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mxico, S. de R.L. de C.V.) and Reynolds
Metals Company de Mxico, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated February 1,
2011
2.345.(2) Acknowledgment Agreement in respect of a Security Trust Agreement between CSI en Saltillo, S. de R.L. de C.V. and The
Bank of New York Mellon as collateral agent, dated February 1, 2011
Deed of Confirmation and Amendment in respect of a share pledge over Closure Systems International (Hong Kong) Limited
2.346.(2) between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated February 1,
2011
2.347. [Reserved]
Amendment Agreement in respect of a Quota Charge Agreement of CSI Hungary Manufacturing and Trading Limited Liability
2.348.(2) Company among Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company
and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011
2.349.(2) Deed of Confirmation and Amendment in respect of a share pledge over Closure Systems International (UK) Limited between
Closure Systems International B.V. and The Bank of New York Mellon as collateral agent, dated February 1, 2011
2.350.(2) (GLA) between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent, dated February 1,
2011
2.351. [Reserved]
2.352.(2) Deed of Confirmation and Amendment in respect of a share pledge over Ivex Holdings, Ltd. between Reynolds Packaging
International B.V. and The Bank of New York Mellon as collateral agent, dated February 1, 2011
Deed of Confirmation and Amendment in respect of a share pledge over Reynolds Consumer Products (UK) Limited between
2.353.(2) Reynolds Consumer Packaging International B.V. (succeeded by Reynolds Packaging International B.V.) and The Bank of
New York Mellon as collateral agent, dated February 1, 2011
2.354.(2) (GLA) between Reynolds Consumer Products International B.V. (succeeded by Reynolds Packaging International B.V.) and
The Bank of New York Mellon as collateral agent, dated February 1, 2011
February 1, 2011
125
2.356.(2) Confirmation and Amendment Agreement relating to non-accessory security between SIG Combibloc Group AG and The
Bank of New York Mellon, dated
2.357. [Reserved]
2.358. [Reserved]
2.359. [Reserved]
2.360. [Reserved]
2.361. [Reserved]
2.362. [Reserved]
2.363. [Reserved]
2.364. [Reserved]
2.365. [Reserved]
2.366. [Reserved]
2.367. [Reserved]
2.368. [Reserved]
2.369.(2) Account Pledge Agreement between SIG Combibloc Group AG and The Bank of New York Mellon, dated February 9, 2011
2.370. [Reserved]
Confirmation and Amendment Agreement relating to a non-accessory security (in respect of IP assignments, security transfer
2.371.(2) agreements, global assignment agreements and security purpose agreements) between SIG Combibloc Group AG and The
Bank of New York Mellon as collateral agent, dated February 9, 2011
2.372. [Reserved]
2.373. [Reserved]
2.374. [Reserved]
2.375. [Reserved]
2.376. [Reserved]
2.377. [Reserved]
Amendment Agreement in respect of a Quota Charge Agreement of CSI Hungary Manufacturing and Trading Limited Liability
2.378.(2) Company among Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company
and Wilmington Trust (London) Limited as collateral agent, dated February 9, 2011
Confirmation Agreement, dated February 9, 2011, among Reynolds Group Holding Limited, Beverage Packaging Holdings
2.379.(2) (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III
S.A., Reynolds Group Issuer (Luxembourg) S.A., Evergreen Packaging (Luxembourg) S. r.l. and The Bank of New York
Acknowledgment of Floating Lien Pledge Agreement among Grupo CSI de Mxico, S. de R.L. de C.V., CSI en Saltillo, S.
(2)
de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte,
2.380. S.A. de C.V., Tcnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging Mxico, S. de R.L. de C.V., Maxpack, S.
de R.L. de C.V. (succeeded by Pactiv Foodservice Mxico, S. de R.L. de C.V.) and Reynolds Metals Company de Mxico,
S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated February 9, 2011
2.381.(2) Acknowledgment of Security Trust Agreement by CSI en Saltillo and The Bank of New York Mellon as collateral agent, dated
February 9, 2011
Acknowledgment of Equity and Partnership Interests Pledge Agreements over Evergreen Packaging Mexico, Reynolds
2.382.(2) Metals and Maxpack (succeeded by Pactiv Foodservice Mxico, S. de R.L. de C.V.) among Closure Systems International
B.V., Evergreen Packaging International B.V., CSI Mexico LLC, Closure Systems Mexico Holdings LLC and The Bank of
New York Mellon, dated February 9, 2011
2.383.(2) Confirmation and Amendment Agreement among SIG Combibloc Group AG, Beverage Packaging Holdings (Luxembourg)
2.384.(2) Confirmation Letter, dated February 9, 2011, by SIG Combibloc Ltd. to Credit Suisse AG, as administrative agent and
Wilmington Trust (London) Limited as collateral agent
Third Amendment to the Quota Pledge Agreement, dated as of March 2, 2011, granted by Closure Systems International
2.385.(2) B.V. and Closure Systems International Holdings Inc. in favor of The Bank of New York Mellon as collateral agent and
acknowledged by Closure Systems International (Brazil) Sistemas de Vedao Ltda.
Fourth Amendment to the Pledge Agreement Over Receivables and Other Credit Rights between Closure Systems
2.386.(2) International (Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2,
2011
2.387.(2) Third Amendment to the Accounts Pledge Agreement between Closure Systems International (Brazil) Sistemas de Vedao
Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011
Third Amendment to the Pledge Agreement Over Inventory, Equipment and Other Assets between Closure Systems
2.388.(2) International (Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2,
2011
2.389.(2) Third Amendment to the Accounts Pledge Agreement between SIG Combibloc do Brasil Ltda. and The Bank of New York
Mellon as collateral agent, dated as of March 2, 2011
2.390.(2) Fourth Amendment to the Pledge Agreement Over Receivables and Other Credit Rights between SIG Combibloc do Brasil
Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011
Third Amendment to the Quota Pledge Agreement over quotas in SIG Beverages Brasil Ltda. between SIG Euro Holding
2.391.(2) AG & Co. KGaA and SIG Beverages Germany GmbH (now merged into SIG Euro Holding AG & Co. KGaA) and The Bank
of New York Mellon as collateral agent, dated as of March 2, 2011
126
2.392.(2) Third Amendment to the Quota Pledge Agreement, dated as of March 2, 2011, granted by SIG Austria Holding GmbH in
2.393. [Reserved]
2.394. [Reserved]
2.395. (2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Euro Holding AG & Co. KGaA and The Bank of New
2.396. [Reserved]
2.397. (2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc GmbH and The Bank of New York Mellon
as collateral agent
2.398.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Holding GmbH and The Bank of New York
2.399.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Vietnam Beteiligungs GmbH (now known as SIG
Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent
2.400.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Information Technology GmbH and The Bank of New
2.401.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG International Services GmbH and The Bank of New
2.402.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Systems GmbH and The Bank of New York
2.403.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Zerspanungstechnik GmbH and The Bank
2.404. [Reserved]
2.405. (2) Account Pledge Agreement, dated as of March 2, 2011, between SIG allCap AG and The Bank of New York Mellon as
collateral agent
2.406.(2) Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Procurement AG and The Bank of New
Junior Share and Partnership Interest Pledge Agreement relating to the Shares in SIG Euro Holding AG & Co. KGaA among
2.407.(2) SIG Combibloc Group AG, SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) and The Bank of New
York Mellon as collateral agent, dated as of March 2, 2011, and acknowledged by SIG Euro Holding AG & Co. KGaA
2.408. [Reserved]
2.409. [Reserved]
2.410. (2) Share Pledge Agreement relating to the Shares in SIG Combibloc Holding GmbH between SIG Combibloc Group AG and
The Bank of New York Mellon as collateral agent and pledgee
Share Pledge Agreement relating to the Shares in SIG Combibloc Systems GmbH, SIG Vietnam Beteiligungs GmbH (now
2.411.(2) known as SIG Beteiligungs GmbH) and SIG Combibloc GmbH between SIG Combibloc Holding GmbH and The Bank of
New York Mellon as collateral agent and pledgee
2.412.(2) Share Pledge Agreement relating to the Shares in SIG Combibloc Zerspanungstechnik GmbH between SIG Combibloc
Systems GmbH and The Bank of New York Mellon as collateral agent and pledgee
Share Pledge Agreement relating to the Shares in SIG Beverages Germany GmbH (now merged into SIG Euro Holding
2.413.(2) AG & Co. KGaA), SIG International Services GmbH, SIG Information Technology GmbH, SIG Combibloc GmbH and SIG
Combibloc Holdings GmbH between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent
and pledgee
Confirmation and Amendment Agreement relating to non-accessory security, dated as of March 2, 2011, between Closure
Systems International Deutschland GmbH, Closure Systems International Holdings (Germany) GmbH, SIG Beverages
2.414.(2) Germany GmbH (now merged into SIG Euro Holding AG & Co. KGaA), SIG Combibloc GmbH, SIG Combibloc Holding
GmbH, SIG Combibloc Systems GmbH, SIG Combibloc Zerspanungstechnik GmbH, SIG Euro Holding AG & Co. KGaA,
SIG Information Technology GmbH, SIG International Services GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG
Beteiligungs GmbH), SIG Technology AG and The Bank of New York Mellon as collateral agent
2.415.(2) Confirmation and Amendment Agreement in respect of Luxembourg law security, dated as of March 2, 2011, between SIG
Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
Confirmation and Amendment Agreement relating to the Swiss law security documents, dated as of March 2, 2011, among
2.416.(2) SIG allCap AG, SIG Combibloc (Schweiz), SIG Combibloc Procurement AG, SIG Reinag AG, SIG Schweizerische Industrie-
Gesellschaft AG, SIG Technology AG and The Bank of New York Mellon as collateral agent
2.417.(2) Deed of Confirmation and Amendment Agreement in respect of the share pledge over SIG Combibloc Ltd., dated March 2,
2011, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
2.418. [Reserved]
2.419. (2) Account Pledge Agreement, dated as of March 2, 2011, between Pactiv Deutschland Holdinggesellschaft mbH and The
2.420.(2) Account Pledge Agreement, dated as of March 2, 2011, between Omni-Pac Ekco GmbH Verpackungsmittel and The Bank
2.421.(2) Account Pledge Agreement, dated as of March 2, 2011, between Omni-Pac GmbH Verpackungsmittel and The Bank of New
2.422. [Reserved]
Share Pledge Agreement relating to the Shares in Pactiv Deutschland Holdinggesellschaft mbH, dated as of March 2, 2011,
2.423.(2) among Pactiv Hamburg Holdings GmbH, Pactiv Corporation (now known as Pactiv LLC) and The Bank of New York Mellon
as collateral agent and pledgee
127
Share Pledge Agreement relating to the Shares in Omni-Pac Ekco GmbH Verpackungsmittel and Omni-Pac Gmbh, dated
2.424.(2) as of March 2, 2011, between Pactiv Deutschland Holdinggesellschaft mbH and The Bank of New York Mellon as collateral
agent and pledgee
2.425. [Reserved]
Floating Lien Pledge Agreement, dated April 19, 2011, given by Central de Bolsas, S. de R.L. de C.V., Grupo Corporativo
2.426.(2) Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V. and Pactiv Mexico,
S. de R.L. de C.V. in favour of The Bank of New York Mellon as collateral agent
Equity Interests Pledge Agreement, dated April 19, 2011, by Grupo CSI de Mxico, S. de R.L. de C.V., CSI en Saltillo, S. de
2.427.(2) R.L. de C.V., Central de Bolsas, S. de R.L. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar,
S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Pactiv Corporation (now known as Pactiv LLC) and Pactiv International
Holdings Inc. in favour of The Bank of New York Mellon as collateral agent
2.428.(15) Assignment Agreement, dated October 15, 2014, between Grupo CSI de Mexico, S. de R.L. de C.V., Pactiv Canada Inc.
Assignment Agreement, dated October 27, 2014, between CSI en Saltillo, S. de R.L. de C.V., Reynolds Metals Company
2.429.(15) de Mexico, S. de R.L. de C.V. and The Bank of New York Mellon
Assignment Agreement, dated December 18, 2014, between Pactiv Canada Inc., Reynolds Packaging International B.V.
2.430.(15) and The Bank of New York Mellon
Pledge over Shares Agreement, dated August 28, 2014, between Beverage Packaging Holdings (Luxembourg) III S. r.l.,
2.431.(15) The Bank of New York Mellon and Evergreen Packaging (Luxembourg) S. r.l.
Share Pledge Agreement, dated December 18, 2014, between Reynolds Packaging International B.V., Pactiv-Omni Germany
2.432.(15) Holdings GmbH and The Bank of New York Mellon
Share Pledge Agreement, dated December 18, 2014, between Pactiv-Omni Germany Holdings GmbH, Pactiv Deutschland
2.433.(15) Holdinggesellschaft mbH and The Bank of New York Mellon
Deed of Sale, Transfer and Pledge of Shares in the capital of Reynolds Packaging International B.V. and Transfer of Contract
2.434.(15) Dated July 31, 2014 as amended on August 13, 2014 (re. The transfer of pledge agreements of the shares in Reynolds
Packaging International B.V. from Closure Systems International B.V. to Beverage Packaging Holdings)
Amended and Restated Blanket Security over Shares Agreement, dated November 1, 2014, between The Bank of New York
2.435.(15) Mellon, the Secured Parties (defined therein) and Closure Systems International B.V.
2.436.(2) Third Amendment to Quota Pledge Agreement, dated as of June 7, 2011, granted by SIG Austria Holding GmbH in favor of
The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
2.437.(2) Confirmation Agreement, dated June 7, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc
2.438.(2) Account Pledge Agreement, dated June 7, 2011, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited
in its capacity as additional collateral agent
2.439.(2) Account Pledge Agreement, dated June 7, 2011, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London)
2.440.(2) Pledge Agreement relating to the Shares in SIG Euro Holding AG & Co. KGaA, dated June 7, 2011, among SIG Austria
Amendment Agreement No. 3 relating to a Charge and Security Deposit Over Bank Accounts Agreement between SIG
2.441.(2) Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional collateral agent, dated June 7,
2011
2.442.(2) Confirmation and Amendment Agreement, dated June 7, 2011, among SIG Combibloc GmbH & Co KG and Wilmington Trust
(London) Limited in its capacity as additional collateral agent
2.443.(2) NY Law Confirmation Agreement, dated August 5, 2011, by SIG Combibloc Ltd.
Amendment to Quota Pledge Agreement in favor of Closure Systems International (Brazil) Sistemas de Vedao Ltda., dated
2.444.(2) September 8, 2011, among Closures Systems International B.V., Closure Systems International Holdings Inc. and The Bank
of New York Mellon
2.445.(2) Amendment to Pledge Agreement over Receivables and other Credit Rights in favor of Closure Systems International (Brazil)
Sistemas de Vedao Ltda., dated September 8, 2011
2.446.(2) Amendment to Accounts Pledge Agreement in favor of Closure Systems International (Brazil) Sistemas de Vedao Ltda.,
dated September 8, 2011
2.447.(2) Amendment to Pledge Agreement over Inventory, Equipment and other Assets in favor of Closure Systems International
(Brazil) Sistemas de Vedao Ltda., dated September 8, 2011
2.448.(2) Amendment to Accounts Pledge Agreement in favor of SIG Combibloc do Brasil Ltda., dated September 8, 2011
2.449. (2) Amendment to Pledge Agreement over Receivables and other Credit Rights in favor of SIG Combibloc do Brasil Ltda., dated
September 8, 2011
2.450.(2) Amendment to Quota Pledge Agreement in favor of SIG Beverages Brasil Ltda., dated September 8, 2011, among SIG
Beverages GmbH, SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon
2.451. [Reserved]
2.452. [Reserved]
2.453. (2) Account Pledge Agreement between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral
agent, dated September 8, 2011
2.454. [Reserved]
2.455. (2) Account Pledge Agreement between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent, dated
September 8, 2011
128
2.457.(2) Account Pledge Agreement, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The
Bank of New York Mellon as collateral agent, dated September 8, 2011
collateral agent, dated September 8, 2011
2.462. [Reserved]
2.463.(2) Account Pledge Agreement between Pactiv Deutschland Holdinggesellschaft mbH and The Bank of New York Mellon as
collateral agent, dated September 8, 2011
2.464.(2) Account Pledge Agreement between Omni-Pac Ekco GmbH Verpackungsmittel and The Bank of New York Mellon as collateral
2.465.(2) Account Pledge Agreement between Omni-Pac GmbH Verpackungsmittel and The Bank of New York Mellon as collateral
September 8, 2011
2.467. [Reserved]
2.468.(2) Account Pledge Agreement between SIG allCap AG and The Bank of New York Mellon as collateral agent, dated September 8,
2011
2.470. [Reserved]
Non-notarial share and interest pledge agreement relating to shares in SIG Euro Holding AG & Co. KGaA, among SIG
2.471.(2) Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), dated September 8,
2011
Notarial Share Pledge Agreement in respect of Closure Systems International Holdings (Germany) GmbH, Closure Systems
International Deutschland GmbH, SIG Euro Holding AG & Co. KGaA, SIG Beverages Germany GmbH (now merged into
SIG Euro Holding AG & Co. KGaA), SIG Combibloc GmbH, SIG Combibloc Holding GmbH, SIG Vietnam Beteiligungs GmbH
2.472.(2) (now known as SIG Beteilingungs GmbH), SIG Information, Technology GmbH, SIG International Services GmbH, SIG
Combibloc Systems GmbH, SIG Combibloc Zerspanungstechnik GmbH, Pactiv Hamburg Holdings GmbH, Pactiv
Deutschland Holdinggesellschaft mbH, Omni-Pac Ekco GmbH Verpackungsmittel and Omni-Pac GmbH Verpackungsmittel,
among Closure Systems International B.V., SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral
Non-accessory Security Confirmation and Amendment Agreement in respect of IP Assignments, Security Transfer
2.473.(2) Agreements, Global Assignment Agreements and Security Purpose Agreements, between SIG Combibloc Group AG and
The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.474. [Reserved]
2.475. [Reserved]
2.476. [Reserved]
2.477. [Reserved]
2.478.(2) Deed of Confirmation and Amendment relating to a debenture between Closure Systems International (Hong Kong) Limited
and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
September 8, 2011
Amendment Agreement No. 3 relating to a Quota Charge Agreement over quotas in CSI Hungary Manufacturing and Trading
2.480.(2) Limited Liability Company between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited
Liability Company and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
2.481. [Reserved]
2.482. [Reserved]
2.483. [Reserved]
Amendment Agreement No. 5 relating to a Quota Charge Agreement over quotas in Closure Systems International Holdings
2.484.(2) (Hungary) Kft. (succeeded by CSI Hungary Manufacturing and Trading Limited Liability Company) between Closure Systems
International B.V., Closure Systems International Holdings (Hungary) Kft. and Wilmington Trust (London) Limited as collateral
2.485. [Reserved]
2.486. [Reserved]
Confirmation Agreement in respect of Luxembourg security regarding Reynolds Group Issuer (Luxembourg) S.A., Beverage
2.487.(2) Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings
(Luxembourg) III S. r.l. and Evergreen Packaging (Luxembourg) S. r.l., dated September 8, 2011, among SIG Combibloc
Holding GmbH, Reynolds Group Holdings Limited and The Bank of New York Mellon
129
Acknowledgment Agreement in respect of a Floating Lien Pledge Agreement between Bienes Industriales del Norte, S.A.
2.488.(2) Grupo CSI de Mexico, S. de R.L. de C.V., Tcnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging Mxico, S.
de R.L. de C.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V., and Maxpack, S. de R.L. de C.V. (succeeded by
Pactiv Foodservice Mxico, S. de R.L. de C.V.) and The Bank of New York Mellon as collateral agent, dated September 8,
2011
Acknowledgment Agreement in respect of Equity Interests Pledge Agreement between Grupo CSI de Mxico, S. de R.L. de
2.490.(2) C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico
Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. and Reynolds Metals
Company de Mxico, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.491.(2) Confirmation and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S. r.l. and SIG Combibloc
Group AG, and The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.492. [Reserved]
2.493. [Reserved]
2.494. [Reserved]
2.495. [Reserved]
International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.497. [Reserved]
2.498. [Reserved]
2.500. [Reserved]
2.501. [Reserved]
2.502.(2) by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8,
2011
2.503. [Reserved]
2.504. [Reserved]
2.505. [Reserved]
2.506. (2) Deed of Confirmation and Amendment relating to a pledge of shares in SIG Combibloc Ltd. granted by SIG Combibloc
Holding GmbH in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.507. [Reserved]
of The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.509.(2) granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated
September 8, 2011
2.510.(2) granted by CSI Lux following the merger with CSI Lux and RCP Lux, by Beverage Packaging Holdings (Luxembourg) III S.
r.l. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
2.513.(2) Fixed Charge over Account between Whakatane Mill Limited and Wilmington Trust (London) Limited as collateral agent,
2.514.(2) Share Pledge Amendment between SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent,
2.515.(2) Fourth Amendment to Quota Pledge Agreement, dated as of October 14, 2011, granted by SIG Austria Holding GmbH in
2.516.(2) Confirmation Agreement, dated October 14, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc
2.517.(2) Account Pledge Agreement, dated October 14, 2011, between SIG Austria Holding GmbH and Wilmington Trust (London)
2.518.(2) Account Pledge Agreement, dated October 14, 2011, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London)
2.519.(2) Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KGaA, dated October 14, 2011, among SIG Austria
130
2.520.(2) Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional collateral agent, dated
October 14, 2011
2.521.(2) Confirmation and Amendment Agreement, dated October 14, 2011, among SIG Combibloc GmbH & Co KG and Wilmington
2.522.(3) Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) IV S. r.l., dated as of March 20, 2012,
between Beverage Packaging Holdings (Luxembourg) III S. r.l. and The Bank of New York Mellon as collateral agent
2.523.(3) Pledge Over Shares Agreement in Beverage Packaging Factoring (Luxembourg) S. r.l., dated as of March 20, 2012, between
Beverage Packaging Holdings (Luxembourg) IV S. r.l. and The Bank of New York Mellon as collateral agent
2.524.(8) Eighth Amendment to Quota Pledge Agreement, dated as of November 7, 2012, granted by SIG Austria Holding GmbH in
2.525.(8) Confirmation Agreement, dated November 7, 2012, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG
Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional collateral agent
2.526.(8) Account Pledge Agreement, dated November 7, 2012, between SIG Austria Holding GmbH and Wilmington Trust (London)
2.527.(8) Account Pledge Agreement, dated November 7, 2012, between SIG Combibloc GmbH & Co KG and Wilmington Trust
(London) Limited in its capacity as additional collateral agent
2.528.(8) Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KGaA, dated November 7, 2012, among SIG Austria
2.529.(8) Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional collateral agent, dated
November 7, 2012
2.530.(8) Confirmation and Amendment Agreement, dated November 7, 2012, among SIG Combibloc GmbH & Co KG and Wilmington
Fifth Amendment to Quota Pledge Agreement in favor of Closure Systems International (Brazil) Sistemas de Vedao Ltda.,
2.531.(8) dated November 7, 2012, among Closures Systems International B.V., Closure Systems International Holdings Inc. and The
2.532.(8) Seventh Amendment to Pledge Agreement over Receivables and other Credit Rights between Closure Systems International
(Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon, dated November 7, 2012
2.533.(8) Fifth Amendment to Accounts Pledge Agreement between Closure Systems International (Brazil) Sistemas de Vedao Ltda.
and The Bank of New York Mellon, dated November 7, 2012
2.534.(8) Fifth Amendment to Pledge Agreement over Inventory, Equipment and other Assets between Closure Systems International
(Brazil) Sistemas de Vedao Ltda. and The Bank of New York Mellon, dated November 7, 2012
2.535.(8) Fifth Amendment to Accounts Pledge Agreement between SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon,
2.536.(8) Seventh Amendment to Pledge Agreement over Receivables and other Credit Rights between SIG Combibloc do Brasil Ltda.
and The Bank of New York Mellon, dated November 7, 2012
Fifth Amendment to Quota Pledge Agreement in favor of SIG Beverages Brasil Ltda., dated November 7, 2012, among SIG
2.537.(8) Beverages Germany GmbH (now merged into SIG Euro Holding AG & Co. KGaA), SIG Euro Holding AG & Co. KGaA and
2.538. [Reserved]
2.539. [Reserved]
2.540.(8) Account Pledge Agreement between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral
2.541. [Reserved]
2.542.(8) Account Pledge Agreement between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent, dated
November 7, 2012
2.544.(8) Account Pledge Agreement between SIG Beteiligungs GmbH and The Bank of New York Mellon as collateral agent, dated
November 7, 2012
2.549.(8) Account Pledge Agreement between Pactiv Deutschland Holdinggesellschaft mbH and The Bank of New York Mellon as
2.550.(8) Account Pledge Agreement between Omni-Pac Ekco GmbH Verpackungsmittel and The Bank of New York Mellon as collateral
2.551.(8) Account Pledge Agreement between Omni-Pac GmbH Verpackungsmittel and The Bank of New York Mellon as collateral
November 7, 2012
131
2.553.(8) Account Pledge Agreement between SIG allCap AG and The Bank of New York Mellon as collateral agent, dated November 7,
2012
2.555. [Reserved]
2.556.(8) Non-notarial share and interest pledge agreement relating to shares in SIG Euro Holding AG & Co. KGaA, among SIG
Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG, dated November 7, 2012
Notarial Share Pledge Agreement in respect of Closure Systems International Holdings (Germany) GmbH, Closure Systems
International Deutschland GmbH, SIG Euro Holding AG & Co. KGaA, SIG Beverages Germany GmbH (now merged into
SIG Euro Holding AG & Co. KGaA), SIG Combibloc GmbH, SIG Combibloc Holding GmbH, SIG Beteiligungs GmbH, SIG
2.557.(8) Information, Technology GmbH, SIG International Services GmbH, SIG Combibloc Systems GmbH, SIG Combibloc
Zerspanungstechnik GmbH, Pactiv Deutschland Holdinggesellschaft mbH, Omni-Pac Ekco GmbH Verpackungsmittel and
Omni-Pac GmbH Verpackungsmittel, among Closure Systems International B.V., SIG Combibloc Group AG and Wilmington
Trust (London) Limited as collateral agent, dated November 7, 2012
Non-accessory Security Confirmation and Amendment Agreement in respect of IP Assignments, Security Transfer
2.558.(8) Agreements, Global Assignment Agreements and Security Purpose Agreements, between SIG Combibloc Group AG and
The Bank of New York Mellon as collateral agent, dated November 7, 2012
2.559. [Reserved]
2.560. [Reserved]
2.561. [Reserved]
November 7, 2012
Deed of Confirmation and Amendment relating to a share charge over 65% shares in Graham Packaging Asia Limited
2.563.(8) between Graham Packaging Company, L.P. and Wilmington Trust (London) Limited as collateral agent, dated November 7,
2012
2.564. [Reserved]
2.565. [Reserved]
2.566. [Reserved]
Amendment Agreement No. 6 relating to a Quota Charge Agreement over quotas in Closure Systems International Holdings
2.567.(8) (Hungary) Kft. (succeeded by CSI Hungary Kft.) between Closure Systems International B.V. and Wilmington Trust (London)
Limited as collateral agent, dated November 7, 2012
Confirmation Agreement in respect of Luxembourg security regarding Reynolds Group Issuer (Luxembourg) S.A., Beverage
2.568.(8) Packaging Holdings (Luxembourg) I. S.A., Beverage Packaging Holdings (Luxembourg) II S.A. and Beverage Packaging
Holdings (Luxembourg) III S. r.l., dated September 28, 2012, among Reynolds Group Holdings Limited, Graham Packaging
Company, L.P. and The Bank of New York Mellon
Confirmation Agreement in respect of Luxembourg security regarding Beverage Packaging Holdings (Luxembourg) IV S.
2.569.(8) r.l. and Evergreen Packaging (Luxembourg) S. r.l., dated November 7, 2012, among SIG Combibloc Holding GmbH and
2.570.(8) Pledge over Receivables Agreement, dated November 7, 2012, between Beverage Packaging Holdings (Luxembourg) IV
S. r.l. and The Bank of New York Mellon
2.571.(8) Pledge over CPECs Agreement, dated November 7, 2012, between Beverage Packaging Holdings (Luxembourg) III S. r.l.
Acknowledgment Agreement in respect of a Floating Lien Pledge Agreement between Bienes Industriales del Norte, S.A.
2.572.(8) Grupo CSI de Mexico, S. de R.L. de C.V., Tcnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging Mxico, S.
de R.L. de C.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V., Pactiv Mxico, S. de R.L. de C.V., Pactiv
Foodservice Mxico S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V.
and Servicio Terrestre Jaguar, S.A. de C.V., and The Bank of New York Mellon as collateral agent, dated November 7, 2012
Acknowledgment Agreement in respect of Equity Interests Pledge Agreement between Grupo CSI de Mxico, S. de R.L. de
C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico
2.574.(8) Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V., Pactiv Mxico, S. de R.L.
de C.V., Pactiv Foodservice Mxico, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales
Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv LLC and Pactiv International Holdings Inc. and The
Confirmation and Amendment Agreement among Beverage Packaging Holdings (Luxembourg) III S. r.l., SIG allCap AG,
2.575.(8) SIG Combibloc Group AG, SIG Combibloc (Schweiz) AG, SIG Combibloc Procurement AG, SIG Schweizerische Industrie-
Gesellschaft AG, SIG Technology AG and The Bank of New York Mellon as collateral agent, dated November 7, 2012
2.576. [Reserved]
2.577. [Reserved]
2.578. [Reserved]
2.579. [Reserved]
International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
2.581. [Reserved]
2.582. [Reserved]
132
2.584. [Reserved]
2.585. [Reserved]
2.586.(8) by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7,
2012
2.587. [Reserved]
2.588. (8) Deed of Confirmation and Amendment relating to a pledge of shares in SIG Combibloc Ltd. granted by SIG Combibloc
Holding GmbH in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
2.589. [Reserved]
2.591.(8) granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7,
2012
2.592.(8) granted by CSI Lux following the merger with CSI Lux and RCP Lux, by Beverage Packaging Holdings (Luxembourg) III S.
r.l. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
2.595.(8) Deed of Confirmation and Amendment relating to an English law security over cash agreement granted by Reynolds Consumer
Products Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
2.596.(8) Deed of Confirmation and Amendment relating to an English law security over cash agreement granted by Reynolds Presto
Products Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
2.597.(8) Security over Cash Agreement by Closure Systems International Inc. in favour of The Bank of New York Mellon as collateral
2.598.(8) Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) V S.A., dated as of December 20, 2012,
2.599.(8) Pledge Over Bank Accounts Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings
(Luxembourg) V S.A. and The Bank of New York Mellon as collateral agent
2.600.(8) Termination and Release Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings (Luxembourg)
III S. r.l. and The Bank of New York Mellon as collateral agent
Amendment Agreement in respect of a Deed of Pledge of Registered Shares in the share capital of Evergreen Packaging
2.601.(9) International B.V., dated as of December 31, 2013, between Evergreen Packaging (Luxembourg) S. r.l. as pledgor, Evergreen
Packaging International B.V. as the company and The Bank of New York Mellon as collateral agent
Amendment Agreement in respect of a Deed of Pledge of Registered Shares in the share capital of Graham Packaging
2.602.(9) Holdings B.V., dated as of December 31, 2013, between Graham Packaging Acquisition Corp. as pledgor, Graham Packaging
Holdings B.V. as the company and The Bank of New York Mellon as collateral agent
Deed of Pledge of Registered Shares in Graham Packaging Holdings B.V., dated as of June 1, 2012, between Graham
2.603.(9) Packaging Acquisition Corp. as pledgor, Graham Packaging Holdings B.V. as the company and The Bank of New York Mellon
as collateral agent
Deed of Pledge of Registered Shares in Reynolds Packaging International B.V., dated as of December 4, 2012, between
2.604.(9) Closure Systems International B.V. as pledgor, Reynolds Packaging International B.V. as the company and The Bank of
Amendment Agreement in respect of (i) a Deed of Pledge of Registered Shares in the share capital of Reynolds Packaging
(9)
International B.V. dated September 1, 2010 and (ii) Deed of Pledge of Registered Shares in the share capital of Reynolds
2.605. Packaging International B.V. dated December 4, 2012, dated as of December 31, 2013, between Closure Systems
International B.V. as pledgor, Reynolds Packaging International B.V. as the company and The Bank of New York Mellon as
collateral agent
Amendment Agreement in respect of a Deed of Pledge of Registered Shares in the share capital of Closure Systems
2.606.(9) International B.V., dated as of December 31, 2013, between Beverage Packaging Holdings (Luxembourg) VI S. r.l. as the
pledgor, Closure Systems International B.V. as the company and The Bank of New York Mellon as the collateral agent
2.607.(9) Ninth Amendment to the Quota Pledge Agreement of SIG Combibloc do Brasil Ltda., dated as of August 15, 2013, between
the Bank of New York Mellon, SIG Austria Holding GmbH and SIG Combibloc do Brasil Ltda.
2.608.(15) Twelfth Amendment to the Quota Pledge Agreement of SIG Combibloc do Brasil Ltda., dated as of April 30, 2014, between
the Bank of New York Mellon, SIG Austria Holding GmbH and SIG Combibloc do Brasil Ltda.
2.608.1(15) Thirteenth Amendment to the Quota Pledge Agreement of SIG Combibloc do Brasil Ltda., dated as of October 13, 2014,
between the Bank of New York Mellon, SIG Austria Holding GmbH and SIG Combibloc do Brasil Ltda.
2.609.(9) Sixth Amendment to the Accounts Pledge Agreement, dated November 25, 2013, between SIG Combibloc do Brasil Ltda.
as grantor and The Bank of New York Mellon as collateral agent
2.610.(9) Trademark Security Agreement, dated as of April 9, 2013, between Spirit Foodservice, Inc. and the Bank of New York Mellon
133
2.611.(9) Patent Security Agreement, dated as of April 9, 2013, between Spirit Foodservice, Inc. and the Bank of New York Mellon
Assignment Agreement, dated November 1, 2013, between Pactiv LLC, Pactiv NA II LLC and the Bank of New York Mellon
2.612.(10) with acknowledgment of Pactiv Mexico, S. de R.L. de C.V., in respect of an Equity Interests Pledge Agreement, dated April 19,
2011 (English version)
Assignment Agreement, dated December 17, 2013, between Pactiv International Holdings Inc., Pactiv Foodservice Mexico,
2.613.(9) S. de R.L. de C.V. and the Bank of New York Mellon with acknowledgment of Pactiv Mexico, S. de R.L. de C.V., in respect
of an Equity Interests Pledge Agreement, dated April 19, 2011 (English version)
Assignment Agreement, dated December 17, 2013, between Pactiv NA II LLC, Reynolds Packaging International B.V. and
2.614.(9) the Bank of New York Mellon with acknowledgment of Pactiv Mexico, S. de R.L. de C.V., in respect of an Equity Interests
Pledge Agreement, dated April 19, 2011 (English version)
Specific Security Deed, dated June 21, 2013, between Beverage Packaging Holdings (Luxembourg) I S.A. and Wilmington
2.615.(10) Trust (London) Limited in respect of certain deposit accounts located in New Zealand held by Beverage Packaging Holdings
(Luxembourg) I S.A.
2.616.(10) Security over Cash Agreement, dated November 1, 2013, given by Beverage Packaging Holdings (Luxembourg) III S. r.l.
in favour of the Bank of New York Mellon
2.617.(9) Supplemental Conditional Assignment of Receivables Agreement, dated February 12, 2013, granted by SIG Combibloc Ltd.
2.618.(9) Supplemental Conditional Assignment of Receivables Agreement, dated April 2013, granted by SIG Combibloc Ltd. (Thailand)
in favour of Wilmington Trust (London) Limited as collateral agent
2.619.(9) Supplemental Conditional Assignment of Receivables Agreement, dated June 14, 2013, granted by SIG Combibloc Ltd.
2.620.(9) Supplemental Conditional Assignment of Receivables Agreement, dated August 14, 2013, granted by SIG Combibloc Ltd.
2.621.(9) Supplemental Conditional Assignment of Receivables Agreement, dated October 10, 2013, granted by SIG Combibloc Ltd.
2.622.(9) Supplemental Conditional Assignment of Receivables Agreement, dated December 9, 2013, granted by SIG Combibloc Ltd.
Share Pledge Agreement relating to the shares in Beverage Packaging Holdings (Luxembourg) VI S. r.l. , dated as of
2.623.(10) June 14, 2013, among Beverage Packaging Holdings (Luxembourg) III S. r.l., Beverage Packaging Holdings (Luxembourg)
VI S. r.l. and The Bank of New York Mellon as collateral agent
2.624.(10) Account Pledge Agreement, dated as of June 14, 2013, between Beverage Packaging Holdings (Luxembourg) VI S. r.l.
Share Pledge Agreement relating to shares of Beverage Packaging Holdings (Luxembourg) II S.A., dated as of December 10,
2.625.(10) 2013, among Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New
2.626.(10) Luxembourg Law Account Pledge Agreement, dated as of December 10, 2013, between Beverage Packaging Holdings
(Luxembourg) II S.A. and The Bank of New York Mellon
2.627.(10) New Zealand Law Share Pledge Agreement, dated as of December 10, 2013, between Reynolds Group Holdings Limited,
Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York Mellon
Sixth Amendment to the Quota Pledge Agreement of Closure Systems International (Brazil) Sistemas de Vedacao Ltda.
2.628.(15) dated as of February 14, 2014 between The Bank of New York Mellon, Closure Systems International B.V., Closure Systems
International Holdings Inc. and Closure Systems International (Brazil) Sistemas de Vadacao Ltda.
2.629.(15) Ninth Amendment to the Pledge Agreement Over Receivables and Other Credit Rights dated as of February 14, 2014 between
The Bank of New York Mellon and Closure Systems International (Brazil) Sistemas de Vadacao Ltda.
2.630.(15) Sixth Amendment to the Accounts Pledge Agreement dated as of February 14, 2014 between The Bank of New York Mellon
and Closure Systems International (Brazil) Sistemas de Vedacao Ltda.
2.631.(15) Sixth Amendment to the Pledge Agreement Over Inventory, Equipment and Other Assets dated as of February 14, 2014
between The Bank of New York Mellon and Closure Systems International (Brazil) Sistemas de Vedacao Ltda.
2.632.(15) Share Pledge Agreement dated as of February 14, 2014 between Pactiv Deutschland Holdinggesellschaft MBH, Omni-Pac
Ekco GMBH Verpackungsmittel, Omni-Pac GMBH Verpackungsmittel and The Bank of New York Mellon.
2.633.(15) Share Pledge Agreement dated as of February 14, 2014 between SIG Beteiligungs GMBH, Pactiv LLC, Pactiv Deutschland
Holdinggesellschaft MBH and The Bank of New York Mellon.
2.634.(15) Account Pledge Agreement dated as of February 14, 2014 between Omni-Pac Ekco GMGH Verpackungsmittel and The
Bank of New York Mellon.
2.635.(15) Account Pledge Agreement dated as of February 14, 2014 between Omni-Pac GMBH Verpackungsmittel and The Bank of
New York Mellon.
2.636.(15) Account Pledge Agreement dated as of February 14, 2014 between Pactiv Deutschland Holdinggesellschaft MBH and The
Acknowledge Agreement dated as of February 14, 2014 between Grupo CSI de Mexico, S. de R.L. de C.V., Closure Systems
2.637.(15) International B.V., CSI Mexico LLC, CSI en Saltillo, S.de R.L. de C.V., Closure Systems Mexico Holdings LLC, Reynolds
Packaging International B.V., Pactiv Foodservice Mexico, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A.de C.V., Servicios
Industriales Jaguar, S.A.de C.V., Servicio Terrestre Jaguar, S.A. de C.V. and The Bank of New York Mellon.
Acknowledge Agreement dated as of February 14, 2014 between Grupo CSI de Mexico, S. de R.L. de C.V., CSI en Saltillo,
(15)
S.de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Reynolds Megals Company
2.638. de Mexico, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A.de C.V., Servicios Industriales Jaguar, S.A.de C.V., Servicio
Terrestre Jaguar, S.A. de C.V., Pactiv Mexico, S. de R.L. de C.V., Pactiv Foodservice Mexico S. de R.L. de C.V. and The
2.639.(15) Acknowledge Agreement dated as of February 14, 2014 between CSI en Saltillo, S.de R.L. de C.V. and The Bank of New
York Mellon.
134
Guarantor Joinder dated as of December 18, 2014 to the Third Amended and Restated Credit Agreement dated as of
(15)
September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Closure
2.640. Systems International Holdings Inc., Evergreen Packaging Inc., Reynolds Consumer Products Inc. SIG Euro Holding AG &
Co. KGAA, SIG Austria Holding GMBH, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg)
III S.a.r.l., Reynolds Group Holdings Limited and Credit Suisse AG, as administrative agent.
2.641.(15) Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated as of December 18, 2014, by Pactiv-Omni Germany
Holdings GMBH.
2.642.(15) Accession Agreement to the Intercreditor Agreement dated November 15, 2013, dated as of December 18, 2014, by Pactiv-
Omni Germany Holdings GMBH.
2.643.(15) Share Pledge Agreement dated as of December 18, 2014 relating to the shares in Pactiv-Omni Germany Holdings GMBH
between Reynolds Packaging International B.V., Pactiv-Omni Germany Holdings GMBH and The Bank of New York Mellon.
Share Pledge Agreement dated as of December 18, 2014 relating to the shares in Pactiv Deutschland Holdinggesellschaft
2.644.(15) MBH between Pactiv-Omni Germany Holdings GMBH, Pactiv Deutschland Holdinggesellschaft MBH and The Bank of New
York Mellon.
Release Agreement dated as of December 18, 2014 between SIG Beteiligungs GMBH and Pactiv LLC, as security grantors,
2.645.(15) and The Bank of New York Mellon, as collateral agent and secured party, and the other institutions named therein as the
other secured parties.
2.646.(15) Deed of Pledge of Registered Shares dated as of February 14, 2014 between Reynolds Packaging International B.V., The
Bank of New York Mellon, and BPTE B.V.
Guarantor Joinder dated as of June 30, 2014 to the Third Amended and Restated Credit Agreement dated as of September
(15)
28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Closure Systems
2.647. International Holdings Inc., Evergreen Packaging Inc., Reynolds Consumer Products Inc., SIG Euro Holding AG & Co. KGAA,
SIG Austria Holding GMBH, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.a.r.l.,
Reynolds Group Holdings Limited and Credit Suisse AG, as administrative agent.
2.648.(15) Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated as of June 30, 2014, by Reynolds Consumer
Products Canada Inc.
2.649.(15) Accession Agreement to the Intercreditor Agreement dated November 15, 2013, dated as of June 30, 2014, by Reynolds
Consumer Products Canada Inc.
2.650.(15) Canadian General Security Agreement dated as of June 30, 2014 by Reynolds Consumer Products Canada Inc.
2.651. (15) Amending Agreement No. 2 to Canadian Pledge Agreement dated as of June 30, 2014 by Reynolds Packaging International
B.V.
Guarantor Joinder dated as of February 14, 2014 to the Third Amended and Restated Credit Agreement dated as of September
(15)
28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Closure Systems
2.652. International Holdings Inc., Evergreen Packaging Inc., Reynolds Consumer Products Inc., SIG Euro Holding AG & Co. KGAA,
SIG Austria Holding GMBH, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.a.r.l.,
Reynolds Group Holdings Limited and Credit Suisse AG, as administrative agent.
2.653.(15) Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated as of February 14, 2014, by Trans Western
Polymers, Inc. and Closure Systems International Machinery (Germany) GMBH.
2.654.(15) Accession Deed to the Intercreditor Agreement dated November 15, 2013, dated as of February 14, 2014, by the subsidiaries
of Reynolds Group Holdings Limited listed on the Schedule I thereto.
Supplement No. 40 dated as of February 14, 2014 to the Collateral Agreement dated as of November 5, 2009 among Reynolds
2.655.(15) Group Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Consumer Products
Holdings LLC, Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and
The Bank of New York Mellon, as collateral agent.
2.656.(15) Trademark Security Agreement dated as of February 14, 2014 between Trans Western Polymers, Inc. and The Bank of New
York Mellon, as collateral agent.
2.657.(15) Patent Security Agreement dated as of February 14, 2014 between Trans Western Polymers, Inc. and The Bank of New
York Mellon,
2.658.(15) Account Pledge Agreement dated as of February 14, 2014 between Closure Systems International Machinery (Germany)
GMBH, as pledgor, and The Bank of New York Mellon, as collateral agent and pledgee.
2.659.(15) Global Assignment Agreement dated as of February 14, 2014 between Closure Systems International Machinery (Germany)
GMBH, as assignor, and The Bank of New York Mellon, as collateral agent.
Amendment No. 6 and Incremental Term Loan Assumption Agreement, dated as of August 9, 2011, by and among Reynolds
(1)
Group Holdings Inc., Pactiv Corporation (now known as Pactiv LLC), Reynolds Consumer Products Holdings Inc., Closure
4.1. Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems
International B.V., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time
to time party thereto and Credit Suisse AG, as administrative agent for Lenders
Second Amended and Restated Credit Agreement, dated as of August 9, 2011, among Reynolds Group Holdings Inc.,
(1)
Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv
4.1.1. Corporation (now known as Pactiv LLC), the other Borrowers set forth therein, Reynolds Group Holdings Limited, the Lenders
and Credit Suisse AG, as administrative agent (as filed as Annex A to Amendment No. 6 and Incremental Term Loan
Assumption Agreement)
Borrowing Subsidiary Agreement, dated as of November 16, 2010, among Reynolds Group Holdings Inc., a Delaware
corporation, Reynolds Consumer Products Holdings Inc., a Delaware corporation, Closure Systems International Holding
Inc., a Delaware corporation, SIG Euro Holding AG & Co. KGaA, a German partnership limited by shares, SIG Austria Holding
4.1.2.(2) GmbH, an Austrian limited liability company (Gesellschaft mit beschrnkter Haftung), Closure Systems International B.V., a
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws
of The Netherlands, Reynolds Group Holdings Limited, a New Zealand limited liability company, Pactiv Corporation (now
known as Pactiv LLC), a Delaware corporation and Credit Suisse AG, as administrative agent
4.1.3. [Reserved]
4.1.4. [Reserved]
135
4.1.5. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009,
4.1.6.(2) between Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG,
Cayman Islands Branch, as administrative agent
4.1.7. [Reserved]
4.1.8. [Reserved]
4.1.9. [Reserved]
4.1.10. [Reserved]
4.1.11. [Reserved]
4.1.12. (2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009,
between SIG Combibloc Procurement AG and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.13. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010,
4.1.14.(2) between Closure Systems International (Brazil) Sistemas de Vedao Ltda. and Credit Suisse AG, Cayman Islands Branch,
as administrative agent
4.1.15. [Reserved]
4.1.16. [Reserved]
4.1.17. [Reserved]
4.1.18. [Reserved]
4.1.19. (2) Guarantor Joinder to the Credit Agreement, (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010,
between CSI en Ensenada, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.20.(2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010,
between CSI en Saltillo, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
between CSI Tecniservicio, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
between Grupo CSI de Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.23. [Reserved]
4.1.24. (2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010,
between SIG Combibloc Ltd., a Thailand entity and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010,
4.1.25.(2) between SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) and Credit Suisse AG, Cayman Islands
Branch, as administrative agent
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of February 2, 2010,
4.1.26.(2) between Closure Systems International Americas, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative
agent
4.1.27.(2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between
Evergreen Packaging Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.28. [Reserved]
4.1.29. [Reserved]
4.1.30. (2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between
Blue Ridge Holding Corp., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Blue Ridge Paper Products Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
BRPP, LLC, and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Evergreen Packaging Canada Limited, and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Evergreen Packaging (Luxembourg) S. r.l., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Whakatane Mill Limited, and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Evergreen Packaging International B.V., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.37. [Reserved]
4.1.38. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 5, 2009
as amended by Amendment No. 1 dated as of January 21, 2010 (as further amended, supplemented or otherwise modified
4.1.39.(2) from time to time) of SIG Combibloc do Brasil Ltda. among Reynolds Group Holdings Inc., Reynolds Consumer Products
Holdings, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH,
Closures Systems International BV, Reynolds Group Holdings Limited, the Lenders listed there to and Credit Suisse AG, as
administrative agent, dated March 30, 2010
136
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 5, 2009
as amended by Amendment No. 1 dated as of January 21, 2010 (as further amended, supplemented or otherwise modified
4.1.40.(2) from time to time) of SIG Beverages Brasil Ltda. among Reynolds Group Holdings Inc., Reynolds Consumer Products
Holdings, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH,
Closures Systems International BV, Reynolds Group Holdings Limited, the Lenders listed there to and Credit Suisse AG, as
administrative agent, dated March 30, 2010
4.1.41. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between
4.1.42.(2) Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands
Branch, as administrative agent
4.1.43.(2) Reynolds Metals Company de Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative
agent
4.1.44.(2) Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mxico S. de R.L. de C.V.) and Credit Suisse AG, Cayman
Islands Branch, as administrative agent
Reynolds Packaging International B.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.46. [Reserved]
4.1.47. [Reserved]
Reynolds Packaging Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.49. [Reserved]
4.1.50. [Reserved]
4.1.51. [Reserved]
4.1.52. [Reserved]
4.1.53. [Reserved]
4.1.54. [Reserved]
4.1.55. [Reserved]
4.1.56. [Reserved]
4.1.57.(2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010,
between Pactiv Germany Holdings, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
between Pactiv International Holdings Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
between Pactiv Management Company LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent
between PCA West Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.61. [Reserved]
4.1.62. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010,
4.1.63.(2) between Pactiv Packaging Inc. (formerly PWP Industries, Inc.) and Credit Suisse AG, Cayman Islands Branch, as
administrative agent
4.1.64. [Reserved]
4.1.65.(2) between Newspring Canada Inc. (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands Branch,
between Pactiv Canada Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.1.67.(2) between 798795 Ontario Limited (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands Branch,
4.1.68. [Reserved]
4.1.69. [Reserved]
4.1.70. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of March 2, 2011, between
4.1.71.(2) Pactiv Hamburg Holdings GmbH, Pactiv Deutschland Holdinggesellschaft mbH, Omni-Pac Ekco GmbH Verpackungsmittel,
Omni-Pac Gmbh Verpackungsmittel and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of April 19, 2011, between
4.1.72.(2) Central de Bolsas, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V.,
Servicio Terrestre Jaguar, S.A. de C.V., Pactiv Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch,
4.1.73. [Reserved]
4.1.74.(2) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of August 19, 2011,
between Bucephalas Acquisition Corp. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
137
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of September 8, 2011,
4.1.75.(2) between Graham Packaging Company Inc., GPC Holdings LLC, BCP/Graham Holdings LLC and Credit Suisse AG, Cayman
Islands Branch, as administrative agent
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of October 14, 2011,
4.1.76.(2) between Reynolds Manufacturing, Inc., RenPac Holdings Inc. and Credit Suisse AG, Cayman Islands Branch, as
4.1.77.(3) Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of March 20, 2012,
between certain additional guarantors and Credit Suisse AG, Cayman Islands Branch, as administrative agent
Amendment No. 7 and Incremental Term Loan Assumption Agreement, dated as of September 28, 2012, by and among
Reynolds Group Holdings Inc., Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International
4.1.78.(8) Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Evergreen
Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group
Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit
Suisse AG, as administrative agent for the Lenders
Third Amended and Restated Credit Agreement, dated as of September 28, 2012, among Reynolds Group Holdings Inc.,
4.1.79.(8) Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC,
the other Borrowers set forth therein, Reynolds Group Holdings Limited, the Lenders party thereto and Credit Suisse AG,
as administrative agent (as filed as Annex A to Amendment No. 7 and Incremental Term Loan Assumption Agreement)
4.1.80. [Reserved]
Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 14, 2012,
4.1.81.(8) between Beverage Packaging Holdings (Luxembourg) V S.A. and Credit Suisse AG, Cayman Islands Branch, as
Amendment No. 8 and Incremental Term Loan Assumption Agreement, dated as of November 27, 2013, by and among
Reynolds Group Holdings Inc., Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International
4.1.82(9) Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Evergreen
Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group
Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit
Suisse AG, as administrative agent for the Lenders
Loan Modification Agreement, dated as of December 27, 2013, by and among Reynolds Group Holdings Inc., Pactiv LLC,
Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA,
4.1.83(10) SIG Austria Holding GmbH, Closure Systems International B.V., Evergreen Packaging Inc., Reynolds Consumer Products
Inc., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group Holdings Limited, the Guarantors from time
to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the
Lenders
Guarantor Joinder, dated as of November 15, 2013, to the Third Amended and Restated Credit Agreement, among Reynolds
(10)
Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Closure Systems International Holdings Inc.,
4.1.84. Evergreen Packaging Inc., Reynolds Consumer Products Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH,
Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group Holdings Limited
and Credit Suisse AG, as administrative agent
Guarantor Joinder, dated as of June 14, 2013, to the Third Amended and Restated Credit Agreement, among Reynolds
(10)
Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group Holdings
Limited, the Guarantors, the Lenders and Credit Suisse AG, as administrative agent
Guarantor Joinder, dated as of December 10, 2013, to the Third Amended and Restated Credit Agreement, among Reynolds
(10)
4.1.86. Evergreen Packaging Inc., Reynolds Consumer Products Inc., SIG Euro Holdings AG & Co. KGaA, SIG Austria Holding
GmbH, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group Holdings
Limited and Credit Suisse AG, as administrative agent
Guarantor Joinder, dated as of April 9, 2013, to the Third Amended and Restated Credit Agreement, among Reynolds Group
(9)
Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Closure Systems International Holdings Inc.,
Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group Holdings Limited
and Credit Suisse AG, as administrative agent
5.625% Senior Notes due 2016 Indenture, dated as of November 15, 2013, as amended, supplemented or otherwise modified,
among Beverage Packaging Holdings II Issuer Inc., Beverage Packaging Holdings (Luxembourg) II S.A., certain senior note
guarantors party thereto, The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar and
4.2.1.(9) The Bank of New York Mellon, London Branch, as paying agent, relating to the issuance by Beverage Packaging Holdings
II Issuer Inc. and Beverage Packaging Holdings (Luxembourg) II S.A. of 5.625% Senior Notes due 2016 in the aggregate
principal amount of $650,000,000, relating to the issuance by Beverage Packaging Holdings II S.A. of 8.000% Senior Notes
due 2016 in the aggregate principal amount of 480,000,000
6.000% Senior Subordinated Notes due 2017 Indenture, dated as of December 10, 2013, as amended, supplemented or
otherwise modified among Beverage Packaging Holdings II Issuer Inc., Beverage Packaging Holdings (Luxembourg) II S.A.,
4.3.1.(9) certain senior subordinated note guarantors party thereto, The Bank of New York Mellon as trustee, principal paying agent,
transfer agent and registrar and The Bank of New York Mellon, London Branch, as paying agent, relating to the issuance by
Beverage Packaging Holdings II Issuer Inc. and Beverage Packaging Holdings (Luxembourg) II S.A. of 6.000% Senior
Subordinated Notes due 2017 in the aggregate principal amount of $590,000,000
Indenture, dated as of September 29, 1999, by and between Pactiv Corporation (now known as Pactiv LLC) and The Chase
4.4.1. Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to Tenneco Packaging Inc.'s Registration Statement
on Form S-4 (No. 333-82923) filed October 4, 1999)
Second Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between
4.4.2. Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to
Exhibit 4.3(c) to Pactiv Corporation's Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
Fourth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between
Exhibit 4.3(e) to Pactiv Corporation's Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
138
Fifth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between
Exhibit 4.3(f) to Pactiv Corporation's Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
Sixth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of June 25, 2007, between Pactiv
4.4.5. Corporation (now known as Pactiv LLC) and the Bank of New York Trust Company, N.A., as Trustee (incorporated by reference
to Exhibit 4.1 to Pactiv Corporation's Current Report on Form 8-K (No. 1-15157) filed June 25, 2007)
Seventh Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of June 25, 2007, between
4.4.6. Pactiv Corporation (now known as Pactiv LLC) and the Bank of New York Trust Company, N.A., as Trustee (incorporated
by reference to Exhibit 4.2 to Pactiv Corporation's Current Report on Form 8-K (No. 1-15157) filed June 25, 2007)
Eighth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of October 21, 2010, between
4.4.7. Pactiv Corporation (now known as Pactiv LLC) and the Bank of New York Trust Company, N.A., as Trustee (incorporated
by reference to Exhibit 10.1 to Pactiv Corporation's Current Report on Form 8-K (No. 1-15157) filed October 22, 2010)
Indenture, dated as of October 7, 2004, among Graham Packaging Company, L.P. and GPC Capital Corp. I and Graham
Packaging Holdings Company, as guarantor, and The Bank of New York, as Trustee, relating to the Senior Subordinated
4.4.8. Notes Due 2014 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by Graham
Packaging Holdings Company (incorporated by reference to Exhibit 4.2 to Graham Packaging Holdings Company's Current
Report on Form 8-K (No. 333-53603-03) filed October 14, 2004)
Supplemental Indenture, dated as of July 30, 2010, among GPACSUB LLC, Graham Packaging Minster LLC, Graham
4.4.9. Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee,
relating to the Senior Subordinated Notes due 2014 (incorporated by reference to Exhibit 4.11 to Graham Packaging Holdings
Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
Supplemental Indenture, dated as of October 4, 2010, among Graham Packaging GP Acquisition LLC, Graham Packaging
LP Acquisition LLC, CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging LC, L.P., Graham Packaging PX Holding
4.4.10. Corporation, Graham Packaging PX, LLC, Graham Packaging PX Company, WCK-L Holdings, Inc., Graham Packaging
Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating
to the Senior Subordinated Notes due 2014 (incorporated by reference to Exhibit 4.13 to Graham Packaging Holdings
Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
Supplemental Indenture, dated as of July 27, 2011, among Graham Packaging Company, L.P., GPC Capital Corp. I, Graham
4.4.11.(2) Packaging Holdings Company, the guarantors listed thereto and The Bank of New York Mellon, as Trustee, relating to the
Senior Subordinated Notes due 2014
Indenture, dated as of November 24, 2009, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors
named therein and The Bank of New York Mellon, as Trustee, relating to the Senior Notes Due 2017 of Graham Packaging
4.4.12. Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by the Guarantors named therein (incorporated by
reference to Exhibit 4.1 to Graham Packaging Holdings Company's Current Report on Form 8-K (No. 333-53603-03) filed
November 24, 2009)
Supplemental Indenture, dated as of July 30, 2010, among GPACSUB LLC, Graham Packaging Minster LLC, Graham
4.4.13. Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee,
relating to the Senior Notes due 2017 (incorporated by reference to Exhibit 4.12 to Graham Packaging Holdings Company's
Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
Supplemental Indenture, dated as of October 4, 2010, among Graham Packaging GP Acquisition LLC, Graham Packaging
LP Acquisition LLC, CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging LC, L.P., Graham Packaging PX Holding
4.4.14. Corporation, Graham Packaging PX, LLC, Graham Packaging PX Company, WCK-L Holdings, Inc., Graham Packaging
Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating
to the Senior Notes due 2017 (incorporated by reference to Exhibit 4.14 to Graham Packaging Holdings Company's
Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
Indenture, dated as of September 23, 2010, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors
named therein and The Bank of New York Mellon, as Trustee, relating to the Senior Notes Due 2018 of Graham Packaging
4.4.15. Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by the Guarantors named therein (incorporated by
reference to Exhibit 4.1 to Graham Packaging Company Inc.'s Current Report on Form 8-K (No. 001-34621) filed
September 29, 2010)
Twenty-Second Supplemental Indenture to the Indenture dated as of May 4, 2010, dated as of June 14, 2013, among
4.4.16.(10) Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging
Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S. r.l and The Bank of New York Mellon as
trustee
Twenty-First Senior Secured Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of
4.4.17.(10) June 14, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A,
Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S. r.l. and The Bank
of New York Mellon, as trustee
Twenty-First Senior Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of June 14,
4.4.18.(10) 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S. r.l. and The Bank of New York
Mellon, as trustee
Nineteenth Senior Secured Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of June 14,
Mellon, as trustee
Nineteenth Senior Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of June 14, 2013,
4.4.20.(10) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage
Mellon, as trustee
Tenth Senior Secured Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of June 14, 2013,
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S. r.l., The Bank of New York
Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
139
Eleventh Senior Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of June 14, 2013,
Mellon, as trustee
Ninth Senior Notes Supplemental Indenture to the Indenture dated as of February 15, 2012, dated as of June 14, 2013,
Mellon, as trustee
Fourth Senior Secured Notes Supplemental Indenture to the Indenture dated as of September 28, 2012, dated as of June 14,
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S. r.l., The Bank of New York
Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
Twenty-Fourth Supplemental Indenture to the Indenture dated as of May 4, 2010, dated as of December 10, 2013, among
Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York Mellon, as
trustee
Twenty-Third Senior Secured Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of
4.4.26.(9) December 10, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg)
S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., The Bank
of New York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
Twenty-Third Senior Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of December 10,
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York
Mellon, as trustee
Twenty-First Senior Secured Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of
S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., The Bank
of New York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
Twenty-First Senior Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of December 10,
Mellon, as trustee
Twelfth Senior Secured Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of December 10,
Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., The Bank of New York Mellon,
as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
Thirteenth Senior Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of December 10,
Mellon, as trustee
Eleventh Senior Notes Supplemental Indenture to the Indenture dated as of February 15, 2012, dated as of December 10,
Mellon, as trustee
Sixth Senior Secured Notes Supplemental Indenture to the Indenture dated as of September 28, 2012, dated as of
S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A, The Bank of
New York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
Twenty-Third Supplemental Indenture to the Indenture dated as of May 4, 2010, dated as of November 15, 2013, among
Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
Twenty-Second Senior Secured Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of
4.4.35.(10) November 15, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg)
S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, and Wilmington Trust
Twenty-Second Senior Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of
S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
Twentieth Senior Secured Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of
Twentieth Senior Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of November 15,
Packaging Holdings (Luxembourg) I S.A., the affiliates of the Issuers party thereto and The Bank of New York Mellon, as
trustee
Eleventh Senior Secured Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of November 15,
Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, and Wilmington Trust (London Limited),
as additional collateral agent
Twelfth Senior Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of November 15, 2013,
Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
140
Tenth Senior Notes Supplemental Indenture to the Indenture dated as of February 15, 2012, dated as of November 15, 2013
Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
Fifth Senior Secured Notes Supplemental Indenture to the Indenture dated as of September 28, 2012, dated as of
Twenty-First Supplemental Indenture to the Indenture dated as of May 4, 2010, dated as of April 9, 2013, among Reynolds
4.4.43.(9) Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings
(Luxembourg) I S.A. and the Bank of New York Mellon, as trustee
Twentieth Senior Secured Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of April 9,
Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, and Wilmington Trust (London) Limited,
as additional collateral agent
Twentieth Senior Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of April 9, 2013,
4.4.45.(9) among Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of
Eighteenth Senior Secured Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of April 9,
4.4.46.(9) 2013, among Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of
New York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
Eighteenth Senior Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of April 9, 2013,
Ninth Senior Secured Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of April 9, 2013,
4.4.48.(9) among Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New
York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
4.4.49.(9) Tenth Senior Notes Supplemental Indenture dated as of August 9, 2011, dated as of April 9, 2013, among Reynolds Group
Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
Eighth Senior Notes Supplemental Indenture to the Indenture dated as of February 15, 2012, dated as of April 9, 2013,
Third Senior Secured Notes Supplemental Indenture to the Indenture dated as of September 28, 2012, dated as of April 9,
4.4.51.(9) 2013, among Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of
New York Mellon, as trustee, and Wilmington Trust (London) Limited as additional collateral agent
Reaffirmation Agreement, dated as of May 4, 2010, among Reynolds Group Holdings Inc., Reynolds Consumer Products
Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH,
4.5.(2) Closure Systems International B.V., Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds
Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The
Bank of New York Mellon, as trustee, principal agent, transfer agent and collateral agent, The Bank of New York Mellon,
London Branch, as paying agent, and Wilmington Trust (London) Limited as additional collateral agent
Supplement, dated August 27, 2010, to the Reaffirmation Agreement dated as of May 4, 2010, among Reynolds Group
Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding
AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Issuer (Luxembourg)
4.5.1.(2) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG
Combibloc GmbH & Co KG, Credit Suisse AG, as administrative agent, The Bank of New York Mellon as trustee under the
2009 Notes Indenture, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, and collateral agent,
The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited as additional collateral
agent
Reaffirmation Agreement, dated as of November 16, 2010, among Reynolds Group Holdings Limited, Reynolds Group
4.5.2.(2) AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Acquisition Corporation, Reynolds
Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., the Grantors listed thereto,
Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee and The
Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
Supplement, dated January 14, 2011, to the Reaffirmation Agreement dated as of November 16, 2010, among Reynolds
Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro
Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Issuer
4.5.3.(2) (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., SIG Austria Holding GmbH, SIG Combibloc
GmbH, SIG Combibloc GmbH & Co KG, Credit Suisse AG, as administrative agent, The Bank of New York Mellon as trustee
under the October 2010 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London)
Limited as collateral agents
Reaffirmation Agreement, dated as of February 1, 2011, among Reynolds Group Holdings Limited, Reynolds Group Issuer
(Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG,
4.5.4.(2) as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the Senior Secured
Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes Indenture, The Bank of
New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington
Trust (London) Limited as collateral agents
Reaffirmation Agreement, dated as of February 9, 2011, among Reynolds Group Holdings Limited, Reynolds Group Holdings
Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Closure Systems International
B.V., Pactiv Corporation (now known as Pactiv LLC), SIG Austria Holding GmbH, SIG Euro Holding AG & Co. KGaA, Reynolds
4.5.5.(2) Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed thereto, Credit
Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February
2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes
Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New
York Mellon and Wilmington Trust (London) Limited as collateral agents
141
Reaffirmation Agreement, dated March 2, 2011, among the Brazilian and German Grantors listed thereto, Credit Suisse AG,
(2)
as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February 2011
4.5.6. Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes
Reaffirmation Agreement, dated March 2, 2011, among the Swiss Grantors listed thereto, Credit Suisse AG, as administrative
(2)
agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes
4.5.7. Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of
New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington
Trust (London) Limited as collateral agents
Reaffirmation Agreement, dated as of June 7, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG
(2)
Combibloc GmbH & Co KG, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York
4.5.8. Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under
the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured
Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
4.5.9.(2) Reaffirmation Agreement, dated August 5, 2011, among SIG Combibloc Ltd., Credit Suisse AG, as administrative agent
under the Credit Agreement and Wilmington Trust (London) Limited as collateral agent
Reaffirmation Agreement, dated as of September 8, 2011, among Reynolds Group Holdings Limited, Reynolds Group
AG & Co. KGaA, Closure Systems International B.V., Pactiv Corporation (now known as Pactiv LLC), SIG Austria Holding
GmbH, Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors
4.5.10.(2) listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as
trustee under the August 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the February
2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes
Reaffirmation Agreement, dated as of October 14, 2011, among SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and
SIG Austria Holding GmbH, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York
Mellon, as trustee under the August 2011 Senior Secured Notes, The Bank of New York Mellon, as trustee under the February
4.5.11.(2) 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured
Notes Indenture, The Bank of New York Mellon, as trustee under the November 2009 Senior Secured Notes Indenture and
The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents under the First Lien Intercreditor
Agreement
Reaffirmation Agreement, dated as of September 28, 2012, among Reynolds Group Holdings Limited, Reynolds Group
Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., Pactiv LLC,
Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S. r.l., SIG
Euro Holding AG & Co. KGaA, Closure Systems International B.V., SIG Austria Holding GmbH, Reynolds Group Issuer
(Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed on thereto, Credit Suisse
4.5.12.(8) AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the September
2012 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the August 2011 Senior Secured
Notes Indenture, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The
Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon,
as trustee under the November 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington
Trust (London) Limited as collateral agents under the First Lien Intercreditor Agreement
Reaffirmation Agreement, dated as of November 7, 2012, among Reynolds Group Holdings Limited, the Grantors listed
thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee
under the September 2012 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the August
4.5.13.(8) 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured
Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The
Bank of New York Mellon, as trustee under the November 2009 Senior Secured Notes Indenture and The Bank of New York
Mellon and Wilmington Trust (London) Limited as collateral agents under the First Lien Intercreditor Agreement.
Reaffirmation Agreement dated as of February 14, 2014, among Reynolds Group Holdings Limited, the Grantors listed
thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee
under the September 2012 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the August
4.5.14.(15) 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured
Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture and
The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents under the First Lien Intercreditor
Agreement.
4.6.(2) Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (Austria - SIG)
defined therein (CSI & RCP - Germany)
defined therein (Germany - SIG)
4.9. [Reserved]
4.10. (2) Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (CSI - Hong Kong)
defined therein (Hong Kong - SIG)
4.12.(2) Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (CSI - Japan)
defined therein (Luxembourg)
defined therein (Switzerland - SIG)
142
defined therein (Thailand - SIG)
defined therein (United Kingdom - CSI & RCP)
defined therein (United Kingdom - SIG)
defined therein (US - SIG)
defined therein (United States - CSI & RCP)
4.20.(2) Indemnification Agreement, dated October 18, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (CSI - Netherlands)
4.21.(2) Letter of Indemnification, dated November 24, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (Switzerland - SIG)
4.22.(2) Amended and Restated Letter of Indemnification, dated December 15, 2009, by Rank Group Limited for the benefit and in
favour of the Indemnitees defined therein (Supervisory Board of SIG Euro Holding AG & Co. KGaA)
4.23.(2) Letter of Indemnification, dated December 15, 2009, by Rank Group Limited for the benefit and in favour of Peter Holtmann
(SIG Euro Holding AG & Co. KGaA)
4.24.(2) Deed Poll of Indemnification, dated December 22, 2009, by Rank Group Limited relating to Directors and Officers of Rank
Group Limited and other entities in favour and for the benefit of each Indemnified Person
4.25.(2) Letter of Indemnification, dated February 15, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (Austria - SIG)
4.26.(2) Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (CSI - Japan)
4.27.(2) Indemnification Agreement, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (CSI - Netherlands)
defined therein (United Kingdom - CSI & RCP)
defined therein (CSI & RCP - United States)
4.30.(2) Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined
therein (CSI & RCP - Germany)
defined therein (Luxembourg - Evergreen)
therein (SIG Euro Holding AG & Co. KGaA)
defined therein (US - Evergreen)
therein (Evergreen - Hong Kong)
4.35.(2) Indemnification Agreement, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (Evergreen - Netherlands)
defined therein (Luxembourg)
defined therein (CSI - Hong Kong)
therein (Germany - SIG)
4.39. [Reserved]
therein (Hong Kong - SIG)
therein (Switzerland - SIG)
defined therein (United Kingdom - SIG)
therein (US - SIG)
4.44.(2) Indemnification Agreement, dated June 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (SIG - Netherlands)
4.45.(2) Letter of Indemnification, dated August 20, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (Austria - SIG))
4.46.(2) Indemnification Agreement, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (Netherlands)
4.47.(2) Deed Poll of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (BP III - Luxembourg)
143
4.48.(2) Deed Poll of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (United Kingdom)
4.49.(2) Agreement of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees
defined therein (United States)
4.50.(2) Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (Luxembourg)
of the Indemnitees defined therein (United Kingdom - Closures, Reynolds Consumer Products and Reynolds Foodservice)
of the Indemnitees defined therein (United Kingdom - SIG)
4.53.(2) Indemnification Agreement, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (Netherlands)
4.54.(2) Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (SIG Euro Supervisory Board)
the Indemnitees defined therein (Austria - SIG)
of the Indemnitees defined therein (Closures - Hong Kong)
of the Indemnitees defined therein (Evergreen - Hong Kong)
4.58.(15) Deed Poll of Indemnification, dated December 6, 2014, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Germany - Pactiv-Omni Germany Holdings GmbH)
the Indemnitees defined therein (Hong Kong - SIG)
of the Indemnitees defined therein (Japan - Closures)
the Indemnitees defined therein (Switzerland - SIG)
the Indemnitees defined therein (Thailand - SIG)
the Indemnitees defined therein (US - SIG)
the Indemnitees defined therein (Germany - Closures)
4.65.(2) Agreement of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (United States - Evergreen)
the Indemnitees defined therein (Germany - SIG)
of the Indemnitees defined therein (United States - Closures, Reynolds Consumer Products and Reynolds Foodservice)
4.68. [Reserved]
4.69. [Reserved]
4.70.(2) Indemnity to Gail D. Lilley from Pactiv Canada Inc., dated November 16, 2010
4.71.(2) Agreement of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (Pactiv - United States)
4.72.(2) Deed Poll of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (Pactiv - United Kingdom)
4.73.(2) Letter of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Pactiv - Germany)
4.74.(2) Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Austria - SIG)
Indemnitees defined therein (Germany - Closures)
Indemnitees defined therein (Germany - SIG)
4.77. [Reserved]
4.78.(2) Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Closures and Evergreen - Hong Kong)
the Indemnitees defined therein (Hong Kong - SIG)
the Indemnitees defined therein (Japan - Closures)
the Indemnitees defined therein (Luxembourg)
144
4.82.(2) Indemnification Agreement, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Netherlands)
Indemnitees defined therein (SIG Euro Supervisory Board)
Indemnitees defined therein (Switzerland - SIG)
Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of
4.85.(2) the Indemnitees defined therein (United Kingdom - Closures, Reynolds Consumer Products, Reynolds Foodservice and
Pactiv)
the Indemnitees defined therein (United Kingdom - SIG)
Agreement of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of
4.87.(2) the Indemnitees defined therein (United States - Closures, Reynolds Consumer Products, Evergreen, Reynolds Foodservice
and Pactiv)
Indemnitees defined therein (US - SIG)
4.89.(2) Letter of Indemnification, dated March 1, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Pactiv - Germany)
4.90.(2) Agreement of Indemnification, dated May 2, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Dopaco - United States)
4.91.(2) Indemnification Letter Agreement, dated as of October 15, 2009, between Rank Group Limited and Beverage Packaging
Holdings (Luxembourg) III S. r.l., in connection with the purchase of the Closures business
4.92.(2) Indemnification Letter Agreement, dated as of October 15, 2009, between Rank Group Limited and Beverage Packaging
Holdings (Luxembourg) III S. r.l., in connection with the purchase of the Reynolds Consumer business
4.93.(2) Indemnification Letter Agreement, dated as of April 25, 2010, between Beverage Packaging Holdings (Luxembourg) III S.
r.l. and Carter Holt Harvey Limited
4.94.(2) Indemnification Letter Agreement, dated as of September 1, 2010, between Rank Group Limited and Beverage Packaging
Holdings (Luxembourg) III S. r.l.
4.95.(1) Transition Services Letter Agreement, dated as of November 5, 2009, between Rank Group Limited and Beverage Packaging
Holdings (Luxembourg) III S. r.l.
4.96.(1) Information Sharing Agreement, dated as of April 7, 2010, between Carter Holt Harvey Limited, Carter Holt Harvey Pulp &
Paper Limited, Evergreen Packaging Inc. and Blue Ridge Paper Products Inc.
4.97.(1) CHH Super Deed of Participation, dated as of May 3, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.98.(1) Carter Holt Harvey Limited Deed of Participation, dated as of May 3, 2010, between Whakatane Mill Limited and Carter Holt
Harvey Limited
4.99.(1) Transition Services Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.100.(1) IT Services Letter, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.101. (1) Carton Board Supply Agreement (New Zealand), dated as of May 4, 2010 between Whakatane Mill Limited and Carter Holt
Harvey Limited
4.102.(1) Carton Board Supply Agreement (Australia), dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt
Harvey Limited
4.103.(1) Pulpwood Fiber Procurement Agency Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt
Harvey Pulp & Paper Limited
4.104.(1) Pulp Supply Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Pulp & Paper
Limited
4.105.(1) NCC Fiber Supply Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.106.(1) Waste Disposal Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Pulp & Paper
Limited
4.107.(1) Logistics Services Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.108.(1) Trademark Assignment Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.109.(1) Electricity Hedges Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
4.110.(1) Evergreen Transition Services Agreement, dated as of May 4, 2010, between Evergreen Packaging Inc. and Carter Holt
Harvey Limited
4.111.(1) Loan Agreement, dated February 15, 2008, between Rank Group Limited as borrower and Rank Group Holdings Limited
(now known as Reynolds Group Holdings Limited)
4.112.(2) Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Germany - Closures)
Indemnitees defined therein (Germany - SIG)
4.114. [Reserved]
4.115. (2) Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Hong Kong)
Indemnitees defined therein (Hong Kong)
145
Indemnitees defined therein (Japan)
Indemnitees defined therein (Luxembourg)
Indemnitees defined therein (Netherlands)
Indemnitees defined therein (SIG Euro Supervisory Board)
Indemnitees defined therein (United Kingdom - SIG Holdings UK Limited, SIG Combibloc Limited)
Indemnitees defined therein (United States - SIG Holdings USA, SIG Combibloc Inc.)
Indemnitees defined therein (Switzerland)
Indemnitees defined therein (Thailand)
Indemnitees defined therein (United Kingdom - Closures, Reynolds Consumer Products and Pactiv Foodservice)
Indemnitees defined therein (United States - Closures, Reynolds Consumer Products and Pactiv Foodservice)
4.127.(2) Letter of Indemnification, dated October 5, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Austria)
4.128.(2) Deed Poll of Indemnification, dated October 13, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Registration Statement)
4.129.(2) Agreement of Indemnification, dated October 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (United States - RenPac and Reynolds Manufacturing)
4.130. [Reserved]
4.131. (6) Agreement of Indemnification, dated March 12, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (United States - Graham Packaging Holdings Company and certain of its subsidiaries)
4.132.(6) Deed Poll of Indemnification, dated March 14, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) IV S. r.l.)
4.133.(6) Agreement of Indemnification, dated April 23, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Netherlands - Graham Packaging Holdings B.V.)
of the Indemnitees defined therein (United States)
4.135.(9) Deed Poll of Indemnification, dated October 22, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Luxembourg - Beverage Packaging Factoring (Luxembourg) S. r.l.)
Purchase and Sale Agreement, dated as of November 7, 2012, among Reynolds Group Holdings Inc., Beverage Packaging
4.136. Holdings (Luxembourg) IV S. r.l., Beverage Packaging Factoring (Luxembourg) S. r.l. and the Sellers indentified on Annex
I thereto (incorporated by reference to Exhibit 1 to Reynolds Group Holdings Limited's report on Form 6-K (No. 333-177693)
filed November 13, 2012)
Receivables Loan and Security Agreement, dated as of November 7, 2012, among Beverage Packaging Factoring
(Luxembourg) S. r.l., Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) IV S. r.l., Nieuw
Amsterdam Receivables Corporation, as Conduit Lender, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
4.137. Rabobank Nederland, New York Branch, as Facility Agent for the Nieuw Amsterdam Lender Group and as a Committed
Lender, the other Conduit Lenders, Committed Lenders and Facility Agents from time to time party thereto and Coperatieve
Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as Administrative Agent (incorporated
by reference to Exhibit 2 to Reynolds Group Holdings Limited's report on Form 6-K (No. 333-177693) filed November 13,
2012)
Amendment to Receivables Loan and Security Agreement, dated as of May 29, 2013, among Beverage Packaging Factoring
(Luxembourg) S. r.l., Nieuw Amsterdam Receivables Corporation, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
Rabobank Nederland, New York Branch, as facility agent for the Nieuw Amsterdam Lender Group and as a committed
4.137.1. lender, TD Bank, N.A., as committed lender and facility agent for the TD Lender Group, Wells Fargo Bank, N.A. as committed
lender and facility agent for the Wells Fargo Lender Group, and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
Rabobank Nederland, New York Branch, as administrative agent (incorporated by reference to Exhibit 1 to Reynolds Group
Holdings Limited's report on Form 6-K (No. 333-177693) filed May 31, 2013)
Second Amendment to Receivables Loan and Security Agreement, dated as of September 11, 2013, among Beverage
Packaging Factoring (Luxembourg) S. r.l., Nieuw Amsterdam Receivables Corporation, Coperatieve Centrale Raiffeisen-
4.137.2.(9) Boerenleenbank B.A., Rabobank Nederland, New York Branch, as facility agent for the Nieuw Amsterdam Lender Group
and as a committed lender, TD Bank, N.A., as committed lender and facility agent for the TD Lender Group, Wells Fargo
Bank, N.A. as committed lender and facility agent for the Wells Fargo Lender Group, and Coperatieve Centrale Raiffeisen-
Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent
Third Amendment to Receivables Loan And Security Agreement, First Amendment to Performance Undertaking Agreement
and First Amendment to Purchase and Sale Agreement dated as of December 19, 2014, among Beverage Packaging
Factoring (Luxembourg) S.a r.l, each party that is a Performance Guarantor (as defined in the Loan Agreement referred to
herein), Nieuw Amsterdam Receivables Corporation, as Conduit Lender for the Nieuw Amsterdam Lender Group,
4.137.3.(12) Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank, New York Branch, as Committed Lender and Facility
Agent for the Nieuw Amsterdam Lender Group and Administrative Agent, TD Bank, N.A., as Committed Lender and Facility
Agent for the TD Lender Group, Wells Fargo Banks, N.A., as Committed Lender and Facility Agent for the Wells Fargo Lender
Group, Fairway Finance Company, LLC, as Conduit Lender for the BMO Lender Group, Bank of Montreal, as Committed
Lender for the BMO Lender Group, BMO Capital Markets Corp., as Facility Agent for the BMO Lender Group.
146
Performance Undertaking Agreement, dated as of November 7, 2012, made by Reynolds Group Holdings Limited, Reynolds
Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) IV S. r.l. and the other Performance Guarantors identified
4.138. on Annex I thereto in favor of Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York
Branch, as administrative agent (incorporated by reference to Exhibit 3 to Reynolds Group Holdings Limited's report on Form
6-K (No. 333-177693) filed November 13, 2012)
Performance Undertaking Agreement, dated as of November 7, 2012, made by Reynolds Group Holdings Limited in favor
4.139. of Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative
agent (incorporated by reference to Exhibit 4 to Reynolds Group Holdings Limited's report on Form 6-K (No. 333-177693)
filed November 13, 2012)
4.140.(8) Deed Poll of Indemnification, dated December 18, 2012, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) V S.A.)
Indemnitees defined therein (Austria - SIG)
4.142.(9) Agreement of Indemnification, dated May 20, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (United States - Beverage Packaging Holdings II Issuer Inc.)
4.143.(9) Deed Poll of Indemnification, dated May 20, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the
Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) VI S. r.l.)
Agreement of Indemnification, dated April 4, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the
4.144.(9) Indemnitees defined therein (United States - Spirit Foodservice Products, Inc., Spirit Foodservice, Inc. and Master Containers,
Inc.)
4.145.(15) Agreement of Indemnification, dated February 14, 2014, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (United States - Trans Western Polymers, Inc.)
4.146.(15) Deed Poll of Indemnification, dated February 14, 2014, by Reynolds Group Holdings Limited for the benefit and in favour of
the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) II S.A.)
4.147.(15) Agreement of Indemnification, dated February 14, 2014, by Reynolds Group Holdings Limited for the benefit and in favour
of the Indemnitees defined therein (Spain - Closure Systems International Espana S.L.U.)
Agreement, dated November 23, 2014, between Beverage Packaging Holdings (Luxembourg) III S. r.l., Reynolds Group
4.148.(13) Holdings Inc., Reynolds Group Holdings Limited, Onex Wizard Acquisition Company GmbH, Onex Wizard US Acquisition
II Inc. and Onex Wizard Acquisition Company I S. r.l.
Form of Deed of Tax Covenant to be entered into by Beverage Packaging Holdings (Luxembourg) III S.a.r.l., Reynolds Group
4.149.(14) Holdings, Inc., Reynolds Group Holdings Limited, Onex Wizard Acquisition Company GmbH, and Onex Wizard US Acquisition
II Inc., to be entered into upon the closing of the sale of the shares in SIG Combibloc Group AG, the interests in SIG Holding
USA LLC, and receivables owed to Beverage Packaging Holdings (Luxembourg) III S.a.r.l.
7.1.(15) Computation of Ratio of Earnings to Fixed Charges
8.1.(15) List of Subsidiaries
12.1 (15) Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
12.2(15) Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
13.1(15) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
13.2(15) Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(1)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4 (No. 333-177693) filed on November 3,
2011.
(2)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-177693) filed on February 9,
2012.
(3)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-177693) filed on April 6, 2012.
(4)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-177693) filed on May 11, 2012.
(5)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-177693) filed on May 30, 2012.
(6)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-177693) filed on June 21, 2012.
(7)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-182332) filed on July 10, 2012.
(8)
Incorporated by reference to corresponding exhibit to Reynolds Notes Issuers' registration statement on Form F-4/A (No. 333-185285) filed on December 21,
2012.
(9)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' annual report on Form 20-F (No. 333-177693) filed on February 27, 2014.
(10)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F/A (No. 333-177693) filed on
February 27, 2014.
(11)
Incorporated by reference to corresponding exhibit to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F/A (No. 333-177693) filed on
March 28, 2014.
(12)
Incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K (No. 333-177693) filed on December 24, 2014.
(13)
Incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K (No. 333-177693) filed on January 20, 2015.
(14)
Incorporated by reference to exhibit 2 to Reynolds Group Holdings Limited report on Form 6-K (No. 333-177693) filed on January 20, 2015.
(15)
Filed herein.
147
Consolidated financial statements for the year ended

December 31, 2014
Contents
Index to the Consolidated Financial Statements
Report of independent registered public accounting firm F-2
Consolidated statements of comprehensive income F-3
Consolidated statements of financial position F-4
Consolidated statements of changes in equity (deficit) F-5
Consolidated statements of cash flows F-6
Notes to the consolidated financial statements F-8
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholder and Board of Directors of Reynolds Group Holdings Limited:
In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of comprehensive income,
changes in equity (deficit) and cash flows present fairly, in all material respects, the financial position of Reynolds Group Holdings Limited and its
subsidiaries (the "Company") at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board. These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Chicago, Illinois USA
February 25, 2015
F-2
Consolidated statements of comprehensive income

(In $ million) Note 2014 2013(1) 2012(1)
Revenue 11,666 11,752 11,758
Cost of sales * (9,650) (9,671) (9,660)
Gross profit 2,016 2,081 2,098
Selling, marketing and distribution expenses * (255) (266) (267)
General and administration expenses * (741) (778) (773)
Net other income (expenses) 6 (48) (92) (97)
Share of profit of associates and joint ventures, net of income tax 15 2 1 1
Profit from operating activities 974 946 962
Financial income 9 25 189 297
Financial expenses 9 (1,474) (1,405) (1,683)
Net financial expenses (1,449) (1,216) (1,386)
Profit (loss) from continuing operations before income tax (475) (270) (424)
Income tax (expense) benefit 10 70 (4) 125
Profit (loss) from continuing operations (405) (274) (299)
Profit (loss) from discontinued operations, net of income tax 7 105 206 201
Profit (loss) for the year (300) (68) (98)
Other comprehensive income (loss), net of income tax
Items that may be reclassified into profit (loss)
Exchange differences on translating foreign operations (120) (148) 12
Transfers from foreign currency translation reserve 33
Items that will not be reclassified into profit (loss)
Remeasurement of defined benefit plans 18 (440) 611 (71)
Total other comprehensive income (loss), net of income tax (560) 496 (59)
Total comprehensive income (loss) (860) 428 (157)
Profit (loss) attributable to:
Equity holder of the Group - continuing operations (407) (276) (300)
Equity holder of the Group - discontinued operations 105 206 201
Non-controlling interests 2 2 1
(300) (68) (98)
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations (973) 193 (416)
(860) 428 (157)
(1) The information presented has been revised to reflect SIG as a discontinued operation. Refer to notes 2.6 and 7 for additional information.
* For information on expenses by nature, refer to notes 8, 9, 12, 13, 14, 18 and 25.
The consolidated statements of comprehensive income should be read in conjunction with the notes to the consolidated financial statements.
F-3
Consolidated statements of financial position
As of December 31,
(In $ million) Note 2014 2013
Assets
Cash and cash equivalents 1,588 1,490
Trade and other receivables 11 1,176 1,508
Inventories 12 1,453 1,647
Current tax assets 10 2 14
Assets held for sale 7 2,767 36
Derivatives 21 26 12
Other assets 68 73
Total current assets 7,080 4,780
Related party and other non-current receivables 11 354 361
Investments in associates and joint ventures 15 18 149
Deferred tax assets 10 10 49
Property, plant and equipment 13 3,412 4,353
Intangible assets 14 10,499 12,055
Other assets 81 199
Total non-current assets 14,670 17,603
Total assets 21,750 22,383
Liabilities
Bank overdrafts 1 4
Trade and other payables 16 1,396 1,799
Liabilities directly associated with assets held for sale 7 739 38
Borrowings 17 478 471
Current tax liabilities 10 56 141
Employee benefits 18 201 243
Provisions 19 54 83
Total current liabilities 3,056 2,793
Non-current payables 16 40 41
Borrowings 17 17,380 17,466
Deferred tax liabilities 10 954 1,474
Derivatives 21 1
Employee benefits 18 1,374 743
Provisions 19 71 96
Total non-current liabilities 19,819 19,821
Total liabilities 22,875 22,614
Net liabilities (1,125) (231)
Equity
Share capital 20 1,664 1,695
Reserves (1,559) (1,004)
Accumulated losses (1,249) (942)
Equity (deficit) attributable to equity holder of the Group (1,144) (251)
Non-controlling interests 19 20
Total equity (deficit) (1,125) (231)
The consolidated statements of financial position should be read in conjunction with the notes to the consolidated financial statements.
F-4
Consolidated statements of changes in equity (deficit)
Equity (deficit)
Translation attributable to Non-
Share of foreign Other Accumulated equity holder controlling
(In $ million) Note capital operations reserves(1) losses of the Group interests Total
Balance at the beginning of the year (January 1, 2012) 1,695 342 (1,790) (764) (517) 22 (495)
Total comprehensive income (loss) for the year:
Profit (loss) after income tax (99) (99) 1 (98)
Remeasurement of defined benefit plans, net of income tax 18 (71) (71) (71)
Reclassification upon sale of business 7 (7)
Foreign currency translation reserve 12 12 12
Total comprehensive income (loss) for the year 12 (64) (106) (158) 1 (157)
Purchase of non-controlling interest (2) (2) (1) (3)
Dividends paid to non-controlling interests (1) (1)
Balance as of December 31, 2012 1,695 354 (1,854) (872) (677) 21 (656)
Remeasurement of defined benefit plans, net of income tax 18 611 611 611
Foreign currency translation reserve(2) (115) (115) (115)
Total comprehensive income (loss) for the year (115) 611 (70) 426 2 428
Foreign currency translation reserve (120) (120) (120)
Total comprehensive income (loss) for the year (120) (440) (302) (862) 2 (860)
Share repurchase (31) (31) (31)
Balance as of December 31, 2014 1,664 119 (1,678) (1,249) (1,144) 19 (1,125)
(1) Balances include the cumulative reduction in equity of $1,561 million from common control transactions, with the remainder consisting of the cumulative remeasurement of defined benefit plans.
(2) Included in this amount is the impact of the liquidation of a subsidiary in Hong Kong. Upon liquidation, $33 million of foreign currency translation losses, which had been accumulated in equity, were recognized in profit
(loss).
The consolidated statements of changes in equity (deficit) should be read in conjunction with the notes to the consolidated financial statements.
F-5
Consolidated statements of cash flows

(In $ million) Note 2014 2013 2012
Cash flows from operating activities
Profit (loss) (300) (68) (98)
Adjustments for:
Depreciation and amortization 910 1,020 1,134
Impairment charges 11 59 52
Foreign currency adjustments (1) 46 8
Change in fair value of derivatives 129 (6) (7)
(Gain) loss on sale or disposal of businesses and non-current assets (66) (15) (84)
Share of profit of associates and joint ventures, net of income tax 15 (27) (26) (27)
Net financial expenses 1,618 1,244 1,404
Premium on extinguishment of borrowings (18) (101)
Interest paid (1,270) (1,339) (1,427)
Income tax expense (benefit) (2) 104 (74)
Income taxes paid, net of refunds received (134) (133) (133)
Change in trade and other receivables 16 (75) 69
Change in inventories (55) (56) 157
Change in trade and other payables 60 (33) (19)
Change in provisions and employee benefits 1 77 91
Change in other assets and liabilities (9) 4 (27)
Net cash from operating activities 881 785 918
Cash flows used in investing activities
Acquisition of property, plant and equipment, intangible assets and
investment properties (687) (724) (650)
Proceeds from sale of property, plant and equipment, investment
properties and other assets 25 20 32
Proceeds from insurance claims 50 14 6
Acquisition of businesses and investments in joint ventures, net of
cash acquired 24 (40) (107) (33)
Disposal of businesses, net of cash disposed 80 95
Other 24 33 11
Net cash used in investing activities (548) (764) (539)
Cash flows from (used in) financing activities
Related party borrowings (repayments) (23)
Share repurchase (31)
Other (3) (3) (2)
Net cash from (used in) financing activities (96) (101) 555
Cash and cash equivalents at the beginning of the year 1,486 1,554 594
Effect of exchange rate fluctuations on cash and cash equivalents (39) 12 26
Cash and cash equivalents as of December 31 1,684 1,486 1,554
Cash and cash equivalents are comprised of:
Cash and cash equivalents 1,588 1,490 1,556
Cash and cash equivalents classified as assets held for sale 97
Bank overdrafts (1) (4) (2)
F-6
Significant non-cash financing and investing activities
During the year ended December 31, 2014, related party interest income of $22 million (2013: $18 million; 2012: $17 million) was capitalized
as part of the non-current related party receivable balance. Refer to note 22 for additional information.
The consolidated statements of cash flows should be read in conjunction with the notes to the consolidated financial statements.
F-7
Notes to the consolidated financial statements
For the year ended December 31, 2014
1. Reporting entity
Reynolds Group Holdings Limited (the Company) is a company domiciled in New Zealand and registered under the Companies Act
1993.
The consolidated financial statements of Reynolds Group Holdings Limited as of and for the year ended December 31, 2014 comprise
the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as "the
Group.
The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products,
primarily in North America, Europe, Asia and South America.
The address of the registered office of the Company is c/o: Rank Group Limited, Level 9, 148 Quay Street, Auckland 1010, New Zealand.
2. Basis of preparation
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and
International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as issued by the International Accounting Standards Board
("IASB").
The consolidated financial statements were approved by the Board of Directors (the Directors) on February 25, 2015 in Chicago, Illinois
(February 26, 2015 in Auckland, New Zealand).
2.2 Going concern
The consolidated financial statements have been prepared using the going concern assumption.
The consolidated statement of financial position as of December 31, 2014 presents negative equity of $1,125 million compared to negative
equity of $231 million as of December 31, 2013. Total equity has been reduced by $1,561 million as a result of the Group's accounting for the
common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and
Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr.
Graeme Hart, using the carry-over or book value method. Refer to note 3.1(c). The excess of the purchase price over the carrying values of the
share capital acquired is recognized as a reduction in equity.
2.3 Basis of measurement
The consolidated financial statements have been prepared under the historical cost convention except for:
certain components of inventory which are measured at net realizable value;

defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit
credit method; and
certain assets and liabilities, such as derivatives, which are measured at fair value.
Information disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity (deficit) and
consolidated statement of cash flows for the current year is for the twelve month period ended December 31, 2014. Information for the comparative
years is for the twelve month periods ended December 31, 2013 and December 31, 2012.
2.4 Presentation currency
These consolidated financial statements are presented in U.S. dollars ($), which is the Groups presentation currency.
2.5 Use of estimates and judgements
The preparation of the consolidated financial statements requires the Directors and management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure
of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.
Information about the areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant
effect on the amounts recognized in the consolidated financial statements is described in note 4.
2.6 Comparative information
F-8
In November 2014, the Group entered into a conditional agreement to sell SIG to Onex Corporation. SIG was classified as a discontinued
operation from this date. Accordingly, the presentation of the consolidated statement of comprehensive income has been revised as if SIG had
been discontinued for the years ended December 31, 2013 and 2012. In addition, the assets and liabilities related to SIG as of December 31, 2014
have been presented as assets held for sale and liabilities directly associated with assets held for sale in the consolidated statement of financial
position.
For the year ended December 31, 2013, there was an offsetting error on two line items presented within the consolidated statements of
comprehensive income for the fiscal year ended December 31, 2013. The line item exchange differences on translating foreign operations, reported
as a loss of $82 million, should have been reported as a loss of $148 million, and the line item transfers from foreign currency translation reserve,
reported as a loss of $33 million, should have been reported as a gain of $33 million. The net amount remains unchanged. This error does not have
any impact on the reported loss for the period, total comprehensive income, Adjusted EBITDA, the statements of financial position or the statements
of cash flows. The Group does not consider this error to be material to the consolidated financial statements for the year ended December 31, 2013.
Accordingly, the Group has revised its consolidated statement of comprehensive income for the year ended December 31, 2013 to correct this
error.
During the year ended December 31, 2012, the Group made adjustments to correct certain deferred tax balances for two errors identified
during the year. The first adjustment was to increase income tax benefit and net profit by $3 million for an error in the recognition of unrecognized
deferred tax assets for certain Luxembourg entities and was recorded in the second quarter of 2012. The second adjustment was to increase income
tax benefit and net profit by $11 million for errors in tax basis depreciation and application of appropriate tax rates and was recorded in the fourth
quarter of 2012. These adjustments had no impact on EBITDA, Adjusted EBITDA or the consolidated statement of cash flows for the year ended
December 31, 2012. The adjustments did not have a material impact on any current or previously reported interim or annual consolidated financial
statements.
During the year ended December 31, 2012, the Group identified errors in the first quarter, second quarter and third quarter valuations of
embedded derivatives that were corrected in the fourth quarter of 2012. The errors and correction resulted in the (understatement) overstatement
of first quarter, second quarter, third quarter and fourth quarter net financial expenses in 2012 by $3 million, $11 million, ($27 million) and $13 million,
respectively. The adjustments had no impact on full year 2012 net financial expenses. These adjustments also had no impact on EBITDA, Adjusted
EBITDA or the consolidated statement of cash flows for any quarter in 2012 and did not have a material impact on any previously reported interim
consolidated financial statements in 2012.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements
by all Group entities.
3.1 Basis of consolidation
(a) Subsidiaries
Subsidiaries are entities controlled by the parent of the Group. Control is achieved when the parent of the Group: has the power over the
investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns
from the investee. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there have been changes
to one or more of these three elements of control. The financial statements of the subsidiaries are included in the consolidated financial statements
from the date control commences until the date that control ceases.
The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed
at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance
with IFRS 2 Share Based Payments) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group
incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-
controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.
During the measurement period, an acquirer can report provisional information for a business combination if by the end of the reporting
period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer
has received all of the necessary information to determine the fair values or one year from the date of the acquisition.
Refer to note 24 for disclosure of acquisitions in the current and comparative years.
(b) Joint ventures and associates
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the
arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing control. Associates are those entities in which the Group has significant influence, but
not control, over the financial and operating policies, generally accompanied by a shareholding of between 20% and 50% of the voting rights.
Investments in joint ventures and associates are accounted for using the equity method of accounting.
(c) Transactions between entities under common control
Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme
Hart.
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Acquisitions of businesses under common control are accounted for as follows:
predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to
fair values;
premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the
share capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve; and
the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the
date that common control originally commenced (i.e., from the date the business was acquired by Mr. Graeme Hart) as though the
entities had always been combined from the common control date forward.
(d) Transactions eliminated on consolidation
Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the
consolidated financial statements. Unrealized gains arising from transactions with joint ventures and associates are eliminated against the investment
to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same manner as gains, but only to the extent that there
is no evidence of impairment.
(e) Transactions with non-controlling interests
The Group accounts for transactions with non-controlling interests as transactions with the equity owner of the Group. For purchases
from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of
the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
3.2 Foreign currency
(a) Functional currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The functional currency of the Company is New Zealand dollars ("NZ$").
(b) Foreign currency transactions
Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates
of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency
of the respective entities at the exchange rate at that date.
Foreign currency transactional gains or losses are recognized in the statement of comprehensive income as a component of profit or
loss, unless the underlying transaction is recognized directly in equity.
(c) Foreign currency translations
The results of operations and financial position of those entities that have a functional currency different from the presentation currency
of the Group are translated into the Group's presentation currency as follows:
(i) assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the reporting
date of the statement of financial position;
(ii) income and expense items for each profit or loss item are translated at average exchange rates;
(iii) items of other comprehensive income are translated at average exchange rates; and
(iv) all resulting exchange differences are recognized as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognized as a component
of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in
the statement of comprehensive income as part of the gain or loss on the sale.
(d) Significant exchange rates
The following significant exchange rates applied during the year:
Average rate for the year ended December 31, As of December 31,
2014 2013 2012 2014 2013
1 1.33 1.33 1.29 1.22 1.38
10 MXN 0.75 0.78 0.76 0.68 0.77
1 NZ$ 0.83 0.82 0.81 0.78 0.82
1 CA$ 0.91 0.97 1.00 0.86 0.94
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3.3 Non-derivative financial instruments
Non-derivative financial instruments are comprised of cash and cash equivalents, trade and other receivables, trade and other payables
and interest bearing borrowings.
A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-
derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers
the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities
are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.
Non-derivative financial instruments are recognized initially at fair value, plus any directly attributable transaction costs for instruments
not at fair value through the profit or loss. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists and
the Group intends to either settle the instrument net or realize the asset and liability simultaneously.
Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose
for which the financial instruments were acquired or assumed.
(a) Cash and cash equivalents
Cash and cash equivalents are comprised of cash on hand, deposits held at call with banks and other short-term highly liquid investments
with maturities of less than three months. Bank overdrafts are included in borrowings and are classified as current liabilities in the statement of
financial position except if repayable on demand, in which case they are included separately as a component of current liabilities. In the statement
of cash flows, bank overdrafts are included as a component of cash and cash equivalents.
(b) Loans and receivables
The Group's loans and receivables are comprised of trade and other receivables (including related party receivables) which are stated
at their cost less provisions for doubtful debts.
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of
interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.
(c) Other liabilities
Other liabilities are comprised of all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss.
Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date. The Group's other liabilities are comprised of trade and other payables and interest bearing borrowings, including
those with related parties. The Group's other liabilities are measured as follows:
(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.
(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are stated at fair value less transaction costs that are directly attributable to borrowings. Subsequent
to initial recognition interest bearing borrowings are stated at amortized cost. Any difference between the amortized cost and the
redemption value is recognized in the statement of comprehensive income over the period of the borrowings, using the effective
interest method.
The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future
contractual cash flows at the current market interest rates that are available for similar financial instruments.
3.4 Derivative financial instruments
A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade
date.
All derivatives are recognized at fair value based on a valuation model which includes consideration of credit risk, where applicable, and
discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the
reporting date. Transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value.
The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of the profit or loss unless
the derivative financial instrument qualifies for hedge accounting, and the Group elects to apply hedge accounting.
Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists.
Derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the instrument expire or if the Group
transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.
Derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.
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Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:
(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;
(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and
(iii) the combined instrument is not measured at fair value through profit or loss.
At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment
against the host contract is amortized over the remaining life of the host contract using the effective interest method.
Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial
expenses in the statement of comprehensive income as a component of profit or loss.
3.5 Inventories
(a) Raw materials, work in progress and finished goods
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle
and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable
value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course
of business less the estimated costs of completion and sale.
(b) Engineering and maintenance materials
Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and
net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the
inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement
of such items in the ordinary course of business compared to the current market prices.
3.6 Property, plant and equipment
(a) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the
cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased
software that is integral to the functionality of the related equipment is capitalized as part of that equipment.
Property, plant and equipment acquired in a business combination is recorded at fair value, which is based on market values. The market
value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing
seller in an arm's-length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion.
The market value of items of property, plant and equipment is based on the quoted market prices for similar items where available or based on the
assessment of appropriately qualified independent valuers.
(b) Assets under construction
Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under
construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.
(c) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable
that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the
replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of
comprehensive income as a component of the profit or loss as incurred.
(d) Depreciation
Land is not depreciated. Depreciation on other assets is recognized in the statement of comprehensive income as a component of profit
or loss on a straight-line basis over the estimated useful life of the asset.
The estimated useful lives for the material classes of property, plant and equipment are as follows:
Buildings 20 to 50 years
Plant and equipment 3 to 25 years
Furniture and fixtures 3 to 20 years
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Depreciation methods, useful lives and residual values are reassessed on an annual basis.
Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds at the time of
disposal with the net carrying amount of the asset.
3.7 Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to
the lessee. All other leases are classified as operating leases.
Upon initial recognition the finance leased asset is measured at an amount equal to the lower of its fair value and the present value of
the minimum lease payments. The corresponding liability to the lessor is included in borrowings as a finance lease obligation. Subsequent to initial
recognition the liability is accounted for in accordance with the accounting policy described in note 3.3(c)(ii) and the asset is accounted for in
accordance with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding
liability. The finance charges which are recognized in the statement of comprehensive income as a component of profit or loss are allocated to each
period during the lease term so as to reflect a constant rate of interest on the remaining balance of the liability. Contingent lease payments are
accounted for in the periods in which the payments are incurred.
Payments made under operating leases are recognized in the statement of comprehensive income as a component of profit or loss on
a straight-line basis over the terms of the lease, except when another systematic basis is more representative of the time pattern in which economic
benefits from the leased assets are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the
period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of
the lease in the statement of comprehensive income.
In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability.
The aggregated benefits of the lease incentives are amortized as a reduction to the lease expenses on a straight-line basis, except when another
systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
3.8 Intangible assets
(a) Goodwill
Goodwill arises on the acquisition of subsidiaries and business operations and is recognized at the date that control is acquired (the
acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the
acquiree and the fair value of the acquirer's previously-held equity interest in the acquiree over the fair value of the identifiable net assets recognized.
Goodwill is allocated to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation
of purchase consideration is finalized.
Goodwill is not amortized. Goodwill is measured at cost less accumulated impairment losses and is tested at least annually for impairment.
Goodwill is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for
internal management purposes.
With respect to investments accounted for using the equity method, the carrying amount of goodwill is included in the carrying amount
of the investment.
(b) Trademarks
Trademarks are measured at cost less accumulated amortization and impairment losses. Trademarks acquired in a business combination
are initially measured at fair value based on the discounted estimated royalty payments that have been avoided as a result of owning the trademark.
Certain acquired trademarks are considered indefinite life intangible assets as they represent the value accumulated in the brand which is expected
to continue indefinitely into the future and are recognized at cost less accumulated impairment losses.
(c) Customer relationships
Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated
over the years with customers. Customer relationships acquired in a business combination are initially recognized at fair value based on the
discounted cash flows expected to be derived from the relationship. Customer relationships are amortized using the straight-line method over the
estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.
(d) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding,
is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development
expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible,
future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset.
The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for
its intended use. Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated
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impairment losses. Other development expenditure that does not qualify for capitalization is recognized in the statement of comprehensive income
as a component of the profit or loss as incurred.
(e) Other intangible assets
Other intangible assets comprise permits, software, technology, patents and rights to supply. Other intangible assets that have finite useful
lives are carried at cost less accumulated amortization and impairment losses (if any). Other intangible assets that have indefinite useful lives are
carried at cost less impairment losses.
(f) Subsequent expenditures
Subsequent expenditure with respect to intangible assets is capitalized only when the expenditure increases the future economic benefits
embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on
internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.
(g) Amortization
Amortization is recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over
the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available
for use.
The estimated useful lives for the material classes of amortizable intangible assets are as follows:
Trademarks 5 to 15 years
Customer relationships 6 to 25 years
Software/technology 3 to 15 years
Patents 5 to 14 years
3.9 Impairment
The carrying amounts of the Group's assets are reviewed regularly and at least annually to determine whether there is any objective
evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit ("CGU") or group of
CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of
comprehensive income as a component of the profit or loss.
(a) Impairment of loans and receivables
The Group's loans and receivables that are carried at amortized cost are assessed for impairment using the present value of estimated
future cash flows. Long duration receivables are discounted using their original effective interest rate, while short duration receivables are not
discounted.
Impairment is assessed on all instruments that are considered individually significant, based on that specific instrument's exposure. For
trade receivables that are not individually significant, impairment is assessed on a portfolio basis, utilizing historical loss experiences on similarly
aged portfolios.
The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:
significant financial difficulty of the issuer or obligor;

a breach of contract, such as default or delinquency with respect to interest or principal repayment; or
observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.
(b) Non-financial assets
The carrying amounts of the Group's non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least
annually to determine whether there is any indication of impairment. If any such indicators exist then the asset or CGU's recoverable amount is
estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at
least annually and whenever there is an indication that they may be impaired.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest
identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in
the statement of comprehensive income as a component of the profit or loss. Impairment losses recognized with respect to a segment are allocated
first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets
in the CGU on a pro-rata basis.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell for goodwill and certain trademarks,
the forecasted future Adjusted EBITDA to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple
("earnings multiple"). The fair value less cost to sell of the Reynolds and Hefty trademarks is first evaluated at the trademark level using the relief
from royalty method. If no indication of impairment is identified, no further measurement is required. If the relief from royalty method indicates a
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possible impairment, the trade name is tested at the branded CGU level. Fair value at the branded CGU level would be determined based on
estimated future cash flows that are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the CGU.
Other indefinite life intangible assets consist primarily of permits associated with various production plants. The fair value less cost to sell
for other indefinite life intangible assets are evaluated at the appropriate CGU level.
With respect to assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates
used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's revised carrying amount will not exceed
the net carrying amount that would have been determined if no impairment loss had been recognized.
3.10 Assets and liabilities classified as held for sale and discontinued operations
(a) Assets and liabilities classified as held for sale
Assets (or disposal groups comprised of assets and liabilities) that are expected to be recovered primarily through sale rather than through
continuing use are classified as held for sale. They are stated at the lower of carrying amount and fair value less costs to sell. Upon reclassification
the Group ceases to depreciate or amortize non-current assets classified as held for sale. Impairment losses on initial classification of an asset to
being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component
of the profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.
(b) Discontinued operations
A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area
of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as
a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation
is classified as a discontinued operation, the comparative statement of comprehensive income is revised as if the operation had been discontinued
from the start of the comparative period.
3.11 Employee benefits
(a) Pension obligations
The Group operates various defined contribution and defined benefit plans.
(i) Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group
has no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The
Group's contributions are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.
(ii) Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension
benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.
The Group's net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of the
future benefits that employees have earned in return for their service in the current and prior years. These benefits are then discounted
to determine the present value of the Group's obligations. The discount rate used is the yield on high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group's
obligations. The Group's net obligation is then determined with reference to the fair value of the plan assets (if any). The calculations are
performed by qualified actuaries using the projected unit credit method.
Remeasurements of the net defined liability, which include actuarial gains and losses and the return on plan assets (excluding calculated
interest) are recognized in the period of remeasurement in other comprehensive income. The Group determines the net interest expense
(income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit
obligation at the beginning of the annual period to the beginning net defined liability (asset), taking into account any changes in the net
defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other plan
expenses are recognized in profit or loss.
Past service costs are recognized as an expense in profit or loss at the earlier of the plan amendment or curtailment, or when the related
restructuring or termination benefits are recognized.
The Group also participates in a limited number of multi-employer pension plans. To the extent that sufficient information is not available
to use defined benefit plan accounting, the Group accounts for the multi-employer plan as if it were a defined contribution plan.
(b) Short-term employee benefits
Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as
a component of the profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-
term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay
this amount as a result of past services provided by the employee and the obligation can be estimated reliably.
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(c) Post-employment medical plans
In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically
these plans are unfunded and define a level of medical care that the individual will receive.
The Group's net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible
employees, the current and expected future medical costs associated with such services which are discounted to determine their present value.
The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have
maturity dates approximating the terms of the Group's obligations. The calculations are performed by qualified actuaries using the projected unit
credit method with the use of mortality tables published by government agencies.
Past service costs are recognized in the statement of comprehensive income as a component of the profit or loss in the current year.
(d) Termination benefits
Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal,
to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized
if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can
be estimated reliably.
3.12 Provisions
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic resources will be required to settle the obligation. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. When discounting is used, the increase in the provision for the passage of time is recognized in financial expenses in the statement of
(a) Legal
The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs
associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with
settling these claims.
(b) Warranty
A provision for warranty is recognized for all products under warranty as of the reporting date based on sales volumes and past experience
of the level of problems reported and product returns.
(c) Restructuring
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring
has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee
severance or termination pay, site closure costs and onerous leases. No provision is made for future operating costs.
(d) Asset retirement obligations
A provision for decommissioning costs is recognized when the Group has an obligation to fulfill certain requirements upon the disposal
of particular assets.
3.13 Self-insured employee obligations
(a) Self-insured employee workers' compensation
The Group is self-insured with respect to its workers' compensation obligations in the United States. As a component of its self-insured
status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry
standards for companies of similar size. As of December 31, 2014, there are a number of outstanding claims that are routine in nature. The estimated
incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in provisions.
(b) Self-insured employee health insurance
The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage through third parties for
large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2014, there are
a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims)
relating to these claims are included in trade and other payables.
F-16
3.14 Equity
(a) Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from
the proceeds.
(b) Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign
operations from their functional currencies to the Group's presentation currency.
(c) Other reserves
The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains
and losses arising on defined benefit plans.
In accordance with the Group's accounting policy for transactions between entities under common control (refer to note 3.1(c)), the Group
has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the share
capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010.
3.15 Revenue
Revenue consists primarily of the sale of goods and is measured at the fair value of the consideration received or receivable net of returns
and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of
ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of
goods can be estimated reliably, and there is no continuing management involvement with the goods.
Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale and occur either upon shipment
of the goods or upon receipt of the goods and/or their installation at a customer location.
3.16 Financial income and expenses
Financial income is comprised of interest income, foreign currency gains and gains on derivative financial instruments in respect of
financing activities that are recognized in the statement of comprehensive income as a component of the profit or loss. Interest income is recognized
as it accrues using the effective interest method.
Financial expenses are comprised of interest expense, foreign currency losses, losses on early extinguishment of debt, borrowing costs
not qualifying for capitalization and losses on derivative instruments with respect to financing activities that are recognized in the statement of
3.17 Income tax
Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in the statement of comprehensive
income as a component of the profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income,
in which case it is recognized with the associated items on a net basis.
Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantively enacted at the reporting
date, and any adjustment to tax payable with respect to previous years.
Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following
temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the
extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary
differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on
the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets are recognized when the Group considers it more likely than not that the deferred tax asset will be recoverable. In
determining if a deferred tax asset is recoverable, the Group considers the adequacy of future taxable income, including the reversal of taxable
temporary differences, forecasted earnings, and available tax planning strategies. The recoverability of deferred tax assets is reviewed at each
reporting date.
Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the consolidated statement of financial position
only to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred
tax liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.
For subsidiaries in which the earnings are not considered to be permanently reinvested, the additional tax consequences of future dividend
distributions are provided for in the consolidated statement of financial position.
F-17
3.18 Sales tax, value added tax and goods and services tax
All amounts (including cash flows) are shown exclusive of sales tax, value added tax ("VAT") and goods and services tax ("GST") to the
extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.
3.19 New and revised standards and interpretations
(a) Interpretations and amendments to existing standards effective in 2014
On May 20, 2013, the IASB issued IFRIC 21 "Levies" which clarifies that an entity recognizes a liability for a levy when the activity that
triggers payment, as identified by the relevant legislation, occurs. The interpretation clarifies that if an obligation is triggered on reaching a minimum
threshold, the liability is recognized when that minimum threshold is reached. When the obligating event occurs over a period of time, the liability
is recognized progressively. IFRIC 21 is effective for fiscal years beginning on or after January 1, 2014. The adoption of this amendment did not
have any impact on the Group's consolidated financial statements.
On December 16, 2011, the IASB published amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets
and Financial Liabilities." The amendments are intended to clarify existing application issues relating to the offsetting rules and reduce the level of
diversity in current practice. The amendments clarify the meaning of "currently has a legally enforceable right of set off" and simultaneous realization
and settlement. Additional disclosures are also required about right of offset and related arrangements. The requirements of the amended IAS 32
must be applied to the financial year beginning on or after January 1, 2014 and requires retrospective application for the comparative period. The
adoption of this amendment did not have any impact on the Group's consolidated financial statements.
On November 21, 2013, the IASB issued an amendment to IAS 19 "Employee Benefit Plans." The amendment applies to contributions
from employees or third parties to defined benefit plans and was issued to simplify the accounting for contributions that are independent of the
number of years of employee service. This amendment is effective for annual periods ending on or after July 1, 2014 with early application permitted.
The adoption of this amendment did not have a material impact on the Group's consolidated financial statements for the year ended
December 31, 2014.
(b) Standards and amendments to existing standards that are not yet effective and have not been early adopted by the Group
The following standards and amendments to existing standards are not yet effective for the year ended December 31, 2014, and have
not been applied in preparing these consolidated financial statements:
In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. IFRS 15 contains a revised revenue recognition
framework. IFRS 15 will be effective for periods beginning on or after January 1, 2017. The Group is currently evaluating the impact of this new
standard.
In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments. IFRS 9 replaces the guidance in IAS 39 Financial
Instruments: Recognition and Measurement and contains revised requirements in relation to the classification, measurement and presentation of
financial instruments, including derivatives. It also includes guidance on hedge accounting and impairment testing of financial instruments. IFRS 9
will be effective for periods beginning on or after January 1, 2018. The Group is currently evaluating the impact of this new standard.
4. Critical accounting estimates and assumptions
In the process of applying the Group's accounting policies management has made certain estimates and assumptions about the carrying
amounts of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the
future and other key sources of uncertainty with respect to estimates at the reporting date that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial reporting period are:
4.1 Impairment of assets
(a) Goodwill and indefinite life intangible assets
Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the
Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires
estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based
on the higher of fair value less costs to sell and value in use (as appropriate for the segment being reviewed). Significant judgment is involved with
estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the
segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible
assets and the assumptions used in impairment testing are provided in note 14.
(b) Other assets
Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. A change in the Group's intended use of certain assets, such as a decision to rationalize
manufacturing locations, may trigger a future impairment.
4.2 Income taxes
Determining the Group's worldwide income tax provision and income tax liability requires significant judgment and the use of accounting
estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and subject to differing interpretations
F-18
by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the Group's tax positions, including evaluating
uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax strategies that the Group may
implement, the Group's financial position may be directly affected.
4.3 Realization of deferred tax assets
Deferred tax assets represent deductions available to reduce taxable income in future years. The Group evaluates the recoverability of
deferred tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings
and available tax planning strategies. The sources of future taxable income rely heavily on the use of estimates. The Group recognizes deferred
tax assets when the Group considers it more likely than not that the deferred tax asset will be recoverable.
4.4 Finalization of provisional acquisition accounting
Following a business combination, the Group has a period of not more than twelve months from the date of acquisition to finalize the
acquisition date fair values of assets acquired and liabilities assumed, including the valuations of identifiable intangible assets and property, plant
and equipment. The determination of fair value of acquired identifiable intangible assets and property, plant and equipment involves a variety of
assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.1(a), any adjustments
on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition.
4.5 Measurement of obligations under defined benefit plans
The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial
methods. These actuarial valuations involve assumptions regarding discount rates, expected salary increases and the age of employees. These
assumptions are reviewed at least annually and reflect estimates as of the measurement date.
Any change in these assumptions will impact the amounts reported in the statements of financial position, plus net pension expense or
income that may be recognized in future years.
4.6 Promotional and trade allowances
In arriving at net sales, the Group estimates the amount of deductions from sales that are likely to be earned or taken by customers in
conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment
discounts for consumer programs. In addition, in certain of its businesses, the Group pays slotting fees and participates in customer pricing programs
that provide price discounts to the ultimate end-users of its products in the form of redeemable coupons. Estimates for each of these programs are
based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being
offered. Estimates are reviewed quarterly for possible revisions.
5. Segment reporting
The Groups reportable business segments are as follows:
Evergreen Evergreen is a vertically integrated manufacturer of fresh carton packaging for beverage products, primarily serving
the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons,
spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers.
Evergreen also produces paper products for commercial printing.
Closures Closures is a manufacturer of plastic beverage caps, closures and high speed rotary capping equipment, primarily
serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.
Reynolds Consumer Products Reynolds Consumer Products is a U.S. manufacturer of branded and store branded consumer
products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware.
Pactiv Foodservice Pactiv Foodservice is a manufacturer of foodservice and food packaging products. Pactiv Foodservice offers
a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging,
microwaveable containers, foam trays, dual-ovenable paperboard containers, cups and lids, molded fiber and polyethylene
terephthalate ("PET") egg cartons, meat and poultry trays, absorbent tray pads, plastic film and aluminum containers.
Graham Packaging Graham Packaging is a manufacturer of value-added, custom blow molded plastic containers for branded
consumer products.
As discussed in note 2.6, SIG is presented as a discontinued operation. SIG is a leading manufacturer of aseptic carton packaging
systems for both beverage and liquid food products. SIG has a large global customer base with its largest presence in Europe.
The Chief Operating Decision Maker does not review the business activities of the Group based on geography.
The accounting policies applied by each segment are the same as the Groups accounting policies. Results from operating activities
represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses,
and income tax benefit or expense.
The performance of the operating segments is assessed by the Chief Operating Decision Maker based on Adjusted EBITDA. Adjusted
EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items
of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized
gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not
distributed in cash.
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Segment assets and liabilities exclude intercompany balances as a result of trade and borrowings between the segments. Corporate/
unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific
Prior to January 1, 2014, Pactiv Foodservice's sales of Hefty and store brand products to Reynolds Consumer Products and Reynolds
Consumer Products' sales of non-branded products to Pactiv Foodservice were sold at cost. Effective January 1, 2014, sales between Pactiv
Foodservice and Reynolds Consumer Products are determined with reference to prevailing market prices on an arm's-length basis. The results for
the years ended December 31, 2013 and 2012 have been revised to reflect the current pricing structure for comparability purposes. There is no
impact to the consolidated financial results. With this change, all inter-segment pricing is determined with reference to prevailing market pricing on
an arm's-length basis. In addition, Pactiv Foodservice's presentation of inter-segment revenue and cost of sales for the years ended December 31,
2013 and December 31, 2012 have been revised to properly reflect the amounts reported for an adjustment of an intercompany elimination entry.
This resulted in an equal increase to inter-segment revenue and cost of sales in Pactiv Foodservice in the amount of $43 million and $53 million
for the years ended December 31, 2013 and December 31, 2012, respectively, offset by an elimination of the same amount in Corporate/Unallocated.
The adjustments do not impact gross profit or the consolidated financial results.
The following tables reflect the impact of these adjustments on previously reported periods:
Reynolds Consumer
Products Pactiv Foodservice Corporate/Unallocated
Previously Previously Previously
(In $ million) reported Revised reported Revised reported Revised
Adjusted EBITDA
For the year ended December 31, 2013 596 555 583 626 (42) (44)
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Business segment reporting

Reynolds
Consumer Pactiv Graham Corporate /
(In $ million) Evergreen Closures Products Foodservice Packaging Unallocated Total
Total external revenue 1,597 1,116 2,717 3,491 2,745 11,666
Total inter-segment revenue 115 12 161 543 (831)
Total segment revenue 1,712 1,128 2,878 4,034 2,745 (831) 11,666
Gross profit 290 191 655 570 306 4 2,016
Expenses and other income (98) (94) (259) (272) (193) (128) (1,044)
Share of profit of associates and joint ventures, net of income tax 2 2
Earnings before interest and tax (EBIT) from continuing operations 194 97 396 298 113 (124) 974
Financial income 25
Financial expenses (1,474)
Profit (loss) from continuing operations before income tax (475)
Income tax (expense) benefit 70
Profit (loss) from continuing operations (405)
Depreciation and amortization 57 74 98 245 324 798
Earnings before interest, tax, depreciation and amortization (EBITDA)
from continuing operations 251 171 494 543 437 (124) 1,772
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Reynolds
Included in EBITDA:
Asset impairment charges, net of reversals (1) 3 9 11
Equity method profit, net of cash distributed (1) (1)
Gain on sale of businesses and properties (14) (20) (34)
Litigation settlement (18) (18)
Multi-employer pension plan withdrawal 13 1 14
Non-cash change in provisions and current assets 3 (9) (6)
Restructuring costs, net of reversals 3 7 3 11 19 2 45
Strategic review costs 18 18
Unrealized (gain) loss on derivatives 5 10 25 84 1 125
Other 1 (1) 5 5
Adjusted EBITDA from continuing operations 271 177 525 553 446 (37) 1,935
Adjusted EBITDA from discontinued operations 548
Total Adjusted EBITDA 2,483
Segment assets (excluding intercompany balances)(1) 1,098 1,357 4,199 5,317 5,017 4,762 21,750
Included in segment assets are:
Additions to property, plant and equipment 57 60 43 158 147 156 621
Additions to intangible assets 1 1 2 8 2 5 19
(1)
Segment liabilities (excluding intercompany balances) 404 309 760 1,265 989 19,148 22,875
(1) Corporate/Unallocated includes segment assets and liabilities (both excluding intercompany balances) related to discontinued operations of $2,758 million and $739 million, respectively.
F-22

Reynolds
(In $ million) Evergreen Closures Products Foodservice Packaging unallocated Total
Gross profit 213 190 689 652 339 (2) 2,081
Financial income 189
Income tax (expense) benefit (4)
Depreciation and amortization 57 77 96 246 375 2 853
F-23

Reynolds
(In $ million) Evergreen Closures Products Foodservice Packaging unallocated Total
Included in EBITDA:
Asset impairment charges 11 1 9 21 42
Business interruption costs (1) (1)
Impact of purchase price accounting on inventories 1 1 2
Restructuring costs, net of reversals 17 1 10 13 41
Unrealized (gain) loss on derivatives (1) (4) 4 (2) (3)
Other 2 2 1 5
Segment assets (excluding intercompany balances)(1)(2) 1,085 1,444 4,196 5,475 5,308 4,875 22,383
Additions to intangible assets 1 4 1 7 5 18
Investments in associates and joint ventures 15 1 133 149
Segment liabilities (excluding intercompany balances)(2) 381 323 747 1,260 976 18,927 22,614
(1) Segment assets as of December 31, 2013 have been revised to conform to the current year presentation.
F-24

Reynolds
Gross profit 269 232 685 633 280 (1) 2,098
F-25

Reynolds
Included in EBITDA:
Business acquisition and integration costs 2 24 31 4 61
Business interruption costs 1 1
Non-cash change in provisions and current assets 3 6 9
Operational process engineering-related consultancy costs 2 14 16
Plant damages and associated insurance recoveries, net 19 19
Restructuring costs, net of reversals 2 5 4 27 (1) 37
SEC registration costs 8 8
Unrealized (gain) loss on derivatives (2) (1) (10) (1) (14)
Other 1 (5) 2 1 (1)
F-26
Information about geographic area
The Group's revenue from external customers from continuing operations and information about its segment assets (total non-current
assets excluding financial instruments, non-current receivables and deferred tax assets) by geographic origin are detailed below. Post-employment
benefit assets are excluded for 2013. In presenting information on a geographic basis, revenue and assets have been reported based on the location
of the business operations.
Remaining
North
United American South
(In $ million) States Region Europe Asia America Other* Total
Total external revenue
For the year ended December 31, 2014 9,586 756 499 536 272 17 11,666
Non-current assets
As of December 31, 2014 12,769 406 406 276 128 25 14,010
As of December 31, 2013 13,140 470 1,764 889 352 55 16,670
* There was no revenue from external customers in New Zealand, where the Company is domiciled, during any years presented. There were
no non-current assets in New Zealand as of December 31, 2014 (2013: $32 million).
Information about major customers
The Group does not have revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue.
Information about major product lines
Supplemental information on net sales by major product line for continuing operations is set forth below:

(In $ million) 2014 2013 2012
Foodservice packaging 4,034 4,010 3,939
Food and beverage plastic containers 1,875 2,048 2,081
Caps and closures 1,128 1,191 1,237
Waste and storage products 1,208 1,056 1,027
Cooking products 956 913 855
Carton packaging 848 842 815
Household product containers 408 482 481
Liquid packaging board 470 444 449
Paper products 394 380 421
Automotive lubricant containers 325 323 316
Personal care containers 137 171 167
Inter-segment eliminations (831) (847) (769)
Total revenue 11,666 11,752 11,758
F-27
6. Net other income (expenses)

(In $ million) 2014 2013 2012
Asset impairment charges, net of reversals (8) (42) (33)
Business acquisition and integration costs (36) (60)
Gain on sale of businesses 34 77
Gain on sale of non-current assets 1
Insurance recoveries, net of costs incurred 77 24 (18)
Litigation settlement 18 3
Net foreign currency exchange gains (losses) (2) (2) (3)
Non-cash change in provisions 9 3
Operational process engineering-related consultancy costs (5) (16)
Related party management fees (refer to note 27) (31) (30) (25)
Restructuring costs, net of reversals (10) (37)
SEC registration costs (8)
Strategic review costs (18)
Unrealized gains (losses) on derivatives (131) 3 14
Other 4 (1) 12
Net other income (expenses) (48) (92) (97)
In July 2014, the Group announced it was undertaking a strategic review of its ownership of its SIG, Evergreen and Closures businesses.
This initiative is part of a review and possible reallocation of capital and resources within the Group's business portfolio. In November 2014, the
Group entered into an agreement to sell SIG to Onex Corporation. Refer to note 7 for further details. The strategic reviews of Evergreen and Closures
are ongoing. The reviews of the Evergreen and Closures businesses may result in a decision to sell some or all of those businesses, although no
decision has been made at this time to do so. Strategic review costs include costs incurred in connection with these activities.
In July 2014, Graham Packaging recognized a benefit of $27 million for the settlement of litigation related to the pre-acquisition purchase
of a business. The benefit was comprised of $18 million in cash and $9 million from the reversal of a provision.
Insurance recoveries, net of costs incurred are primarily related to plant damages at Pactiv Foodservice.
7. Discontinued operations and assets and liabilities held for sale
In November 2014, the Group announced RGHL had entered into an agreement to sell SIG to Onex Corporation for an aggregate purchase
price of 3.75 billion. 3.575 billion is payable at closing subject to certain adjustments based on closing date cash, indebtedness, working capital
and current tax assets and liabilities with an additional 175 million payable depending on SIG achieving certain specified consolidated EBITDA
targets during fiscal years ended December 31, 2015 and 2016. The conditions precedent to the closing of the SIG sale have been satisfied and
the Group anticipates that the closing will occur in mid-March 2015. The results of SIG have been presented as discontinued operations for all years
presented and the related assets and liabilities as held for sale as of December 31, 2014. The results and cash flows of the discontinued operations
are detailed below:

(In $ million) 2014 2013 2012
Results of discontinued operations
Revenue 2,151 2,221 2,072
Expenses (1,978) (1,915) (1,821)
Profit (loss) before income tax 173 306 251
Income tax benefit (expense) (68) (100) (50)
Profit (loss) from discontinued operations 105 206 201
Cash flows from discontinued operations

Net cash used in financing activities (2) (3) (6)
Net cash from discontinued operations 417 196 272
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The following table represents the assets and liabilities held for sale related to SIG as of December 31, 2014. Assets held for sale as of
December 31, 2014 and 2013 included $9 million and $36 million, respectively, related to land and buildings in other segments.
As of December 31,
(In $ million) 2014
Assets
Cash and cash equivalents 97
Trade and other receivables 254
Inventories 181
Property, plant and equipment 844
Intangible assets 1,071
Investments in joint ventures 118
Deferred tax assets 25
Other assets 168
Total assets held for sale 2,758
Liabilities
Trade and other payables 366
Employee benefits 162
Current tax liabilities 54
Deferred tax liabilities 65
Provisions 37
Other liabilities 55
Liabilities directly associated with assets held for sale 739
8. Personnel expenses
Personnel expenses recognized in continuing operations in the statements of comprehensive income were $2,034 million for the year
ended December 31, 2014 (2013: $2,157 million; 2012: $2,070 million). Personnel expenses include salaries, wages, employee related taxes,
short-term employee benefits, pension benefits, post-employment medical benefits, other long-term employee benefits and non-cash pension
expense related to the exit from a multi-employer pension plan. For additional details related to the post-employment benefit plans, refer to note
18.
Personnel expenses recognized in discontinued operations in the statements of comprehensive income were $373 million for the year
ended December 31, 2014 (2013: $382 million; 2012: $374 million).
9. Financial income and expenses

(In $ million) 2014 2013 2012
Interest income 3 4 3
Interest income on related party loans (refer to note 22) 22 18 17
Net gain in fair value of derivatives 61 223
Net foreign currency exchange gain 106 54
Financial income 25 189 297
Interest expense:
Securitization Facility (9) (10) (2)
2013 Credit Agreement (106) (10)
2011 Credit Agreement (225)
September 2012 Senior Secured Notes (187) (187) (48)
February 2012 Senior Notes(a) (1) (1) (60)
(a)
August 2011 Notes (339) (339) (265)
February 2011 Notes (151) (151) (153)
F-29

(In $ million) 2014 2013 2012
October 2010 Notes (242) (242) (253)
May 2010 Senior Notes (85) (85) (88)
2009 Senior Secured Notes (110)
2013 Senior Notes (37) (5)
2013 Senior Subordinated Notes (35) (2)
2007 Notes (103) (101)
Pactiv 2012 Notes (3)
Pactiv 2017 Notes (24) (24) (24)
Pactiv 2018 Notes (1) (1) (1)
Pactiv 2025 Notes (22) (22) (22)
Pactiv 2027 Notes (17) (17) (17)
Graham Packaging 2014 Notes (7)
Related party borrowings (refer to note 22) (1)
Amortization of:
Debt issuance costs:
Securitization Facility (2) (2)
February 2012 Senior Notes (2)
August 2011 Notes (11) (10) (7)
February 2011 Notes (3) (3) (3)
October 2010 Notes (10) (9) (8)
May 2010 Notes (4) (4) (4)
2013 Senior Notes (2)
2013 Senior Subordinated Notes (2)
2007 Notes (4) (4)
Fair value adjustment of acquired notes 2 2 2
Original issue discounts (2) (2) (8)
Embedded derivatives 11 10 9
Net loss in fair value of derivatives (141)
Net foreign currency exchange loss (35)
Loss on extinguishment of debt(b) (52) (213)
Other (11) (10) (15)
Financial expenses (1,474) (1,405) (1,683)
(a) As a result of the exchange offer in August 2012, all but $9 million of the February 2012 Senior Notes were exchanged for August 2011 Senior Notes.
(b) Loss on extinguishment of debt includes early repayment penalties and the write-off of unamortized transaction costs.
Refer to note 17 for information on the Group's borrowings.
F-30
10. Income tax

(In $ million) 2014 2013 2012
Current tax (expense) benefit
Current year (61) (63) (82)
Tax benefit of alternative fuel mixture credits 12
Adjustments for prior years (3) 4 3
(64) (59) (67)
Deferred tax (expense) benefit
Origination and reversal of temporary differences 131 59 109
Tax rate modifications (1) 1
Recognition of previously unrecognized tax losses and temporary differences 7 3 5
Adjustments for prior years (4) (6) (3)
134 55 192
Income tax (expense) benefit 70 (4) 125
In addition to the above amounts, the Group has recognized a tax benefit of $274 million directly in other comprehensive income for the
year ended December 31, 2014 (2013: $362 million tax expense; 2012: $60 million tax benefit).
10.1 Reconciliation of income tax expense

(In $ million) 2014 2013 2012
Income tax using the New Zealand tax rate of 28% 133 75 119
Effect of tax rates in foreign jurisdictions 36 2 8
Non-deductible expenses and permanent differences (31) (44) (36)
Tax exempt income and income at a reduced tax rate 9 17 16
Withholding tax (7) (6) (8)
Capital loss 31
Unrecognized tax losses and temporary differences (109) (49) (72)
Tax uncertainties (2) 7 6
Credits 3 3 4
Tax on unremitted earnings 8 (4) (5)
Other taxes (1) 1
Over (under) provided in prior periods (7) (2)
Other (1) (4) (6)
Total income tax (expense) benefit 70 (4) 125
10.2 Current tax assets and liabilities
Current tax assets of $2 million as of December 31, 2014 (2013: $14 million) represent the amount of income taxes recoverable with
respect to current and prior years and arise from the payment of tax in excess of the amounts due to the relevant tax authorities. Current tax liabilities
of $56 million as of December 31, 2014 (2013: $141 million) represent the amount of income taxes payable with respect to current and prior years.
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10.3 Movement in recognized deferred tax assets and liabilities
Net
Property, Tax loss deferred
plant and Intangible Employee carry- Other tax assets
(In $ million) Derivatives equipment assets benefits forwards Interest items (liabilities)
Balance as of January 1, 2013 (87) (586) (1,922) 608 445 251 179 (1,112)
Recognized in the profit or loss (26) (19) 25 35 (26) 71 (5) 55
Recognized in equity (362) (362)
Business acquisitions and disposals (2) (4) (6)
Other 3 (3)
Balance as of December 31, 2013 (113) (607) (1,898) 281 419 322 171 (1,425)
Recognized in the profit or loss 65 (27) 59 (4) (111) 82 70 134
Recognized in equity 274 274
Transfers to held for sale 47 24 (1) (3) (28) 39
Other 2 9 14 (1) (8) 18 34
Balance as of December 31, 2014 (46) (578) (1,801) 549 297 404 231 (944)
As of December 31,
(In $ million) 2014 2013
Included in the statement of financial position as:
Deferred tax assets - non-current 10 49
Deferred tax liabilities - non-current (954) (1,474)
Total recognized net deferred tax liabilities (944) (1,425)
10.4 Unrecognized deferred tax liabilities
To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in
additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have
been provided for unremitted earnings of the Group's overseas subsidiaries when these amounts are considered permanently reinvested in the
businesses of these subsidiaries. As of December 31, 2014, the unrecognized deferred tax liabilities associated with unremitted earnings totaled
approximately $29 million of which $2 million related to discontinued operations.
10.5 Movement in unrecognized deferred taxes
Total
Taxable Deductible unrecognized
temporary temporary deferred tax
(In $ million) Tax losses differences differences assets
Balance as of December 31, 2012 444 (34) 40 450
Additions and reversals 56 (2) (2) 52
Recognition (3) (3)
Other (18) (1) (2) (21)
Additions and reversals 107 (7) 9 109
Recognition (7) (4) 4 (7)
Transfer to held for sale (32) 5 (14) (41)
Other (97) 5 (2) (94)
As of December 31,
(In $ million) 2014 2013
Deductible (taxable) temporary differences (5) (1)
Tax losses 450 479
Total unrecognized deferred tax assets 445 478
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The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary
differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized
with respect to these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.
11. Trade and other receivables
As of December 31,
(In $ million) 2014 2013
Trade receivables 1,077 1,228
Provisions for doubtful debts (11) (24)
Total trade receivables, net of provisions for doubtful debts 1,066 1,204
Related party receivables (refer to note 22) 7 67
Other receivables 103 237
Total current trade and other receivables 1,176 1,508
Total non-current receivables 354 361
11.1 Aging of trade receivables, net of provisions for doubtful debts
As of December 31,
(In $ million) 2014 2013
Current 981 1,124
Past due 0 to 30 days 57 65
Past due 31 days to 60 days 10 7
Past due more than 90 days 15 6
Balance at the end of the year 1,066 1,204
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12. Inventories
As of December 31,
(In $ million) 2014 2013
Raw materials and consumables 364 438
Work in progress 177 239
Finished goods 780 870
Engineering and maintenance materials 154 155
Provision against inventories (22) (55)
Total inventories 1,453 1,647
During the year ended December 31, 2014, the raw materials elements of inventories recognized in continuing operations in the statements
of comprehensive income as a component of cost of sales totaled $5,542 million (2013: $5,419 million; 2012: $5,164 million). There were $1 million
in purchase price accounting adjustments to inventories that were charged to cost of sales for the year ended December 31, 2014 (2013: $2 million;
2012: none).
During the year ended December 31, 2014, write-downs of inventories to net realizable value were $11 million (2013: $12 million; 2012:
$10 million). Reversals of write-downs during 2014 were $2 million (2013: $1 million; 2012: $1 million). The inventory write-downs and reversals
are included in cost of sales.
During the year ended December 31, 2014, the raw materials elements of inventories recognized within discontinued operations in the
statements of comprehensive income totaled $1,094 million (2013: $1,134 million; 2012: $1,048 million).
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13. Property, plant and equipment
Buildings
and Capital Leased Finance
improve- Plant and work in assets leased
(In $ million) Land ments equipment progress lessor assets Total
As of December 31, 2014
Cost 179 871 4,510 296 29 5,885
Accumulated depreciation (313) (2,124) (7) (2,444)
Accumulated impairment losses (29) (29)
Carrying amount as of December 31, 2014 179 558 2,357 296 22 3,412
Cost 226 1,087 4,872 475 447 29 7,136
Accumulated depreciation (336) (2,138) (261) (5) (2,740)
Accumulated impairment losses (2) (41) (43)
Carrying amount as of December 31, 2013 226 749 2,693 475 186 24 4,353
Carrying amount as of January 1, 2014 226 749 2,693 475 186 24 4,353
Acquisitions through business combinations
(refer to note 24) 5 6 11
Additions 3 612 5 1 621
Capitalization of borrowing costs 3 3 6
Disposals (1) (5) (6)
Depreciation for the year (69) (521) (29) (2) (621)
Impairment losses, net of reversals (1) (5) (1) (7)
Transfers to assets held for sale (41) (168) (293) (110) (252) (864)
Other transfers 70 536 (679) 99 26
Effect of movements in exchange rates (6) (22) (59) (10) (9) (1) (107)
(refer to note 24) 1 8 28 37
Additions 1 7 725 3 5 741
Capitalization of borrowing costs 1 3 2 6
Impairment losses, net of reversals (1) (5) (39) (5) (50)
Other transfers (8) 48 489 (587) 57 (1)
Effect of movements in exchange rates (1) (3) (11) (11) (8) (34)
Depreciation expense related to property, plant and equipment is recognized in the following components in the statements of
comprehensive income:

(In $ million) 2014 2013 2012
Cost of sales 504 556 623
Selling, marketing and distribution expenses 1 1 1
General and administration expenses 14 15 17
Discontinued operations 102 133 133
Total depreciation expense 621 705 774
During the year ended December 31, 2014, the Group incurred $7 million of impairment losses, net of reversals (2013: $50 million; 2012:
$43 million) primarily related to plant closures. The recognition and reversal of impairment charges is included in net other income (expenses) in
the statements of comprehensive income as a component of profit or loss.
Refer to note 17 for details of security granted over property, plant and equipment and other assets.
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14. Intangible assets
Customer Technology
(In $ million) Goodwill Trademarks relationships & software Other Total
Cost 5,471 1,763 3,440 868 106 11,648
Accumulated amortization (62) (729) (334) (22) (1,147)
Carrying amount as of December 31, 2014 5,471 1,701 2,711 534 82 10,499
Cost 6,376 2,079 3,491 880 199 13,025
Accumulated amortization (50) (559) (276) (83) (968)
Carrying amount as of January 1, 2014 6,376 2,029 2,932 604 114 12,055
Additions 17 2 19
Amortization for the year (13) (180) (84) (12) (289)
Transfer to assets held for sale (808) (290) (2) (21) (1,121)
Other (12) (12)
(refer to note 24) 37 1 22 60
Additions 13 5 18
Other transfers (1) 2 (1) (3) 3
Effect of movements in exchange rates 16 9 (7) 18
Amortization expense related to intangible assets is recognized in the following components in the statements of comprehensive income:

(In $ million) 2014 2013 2012
Total amortization expense 289 315 360
Refer to note 17 for details of security granted over the Group's intangible assets.
14.1 Impairment testing for indefinite life intangible assets
Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangibles with indefinite useful lives and therefore
are not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may
be impaired. Goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management
purposes. Indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.
The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment
testing are as follows:
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As of December 31,
2014 2013
(In $ million) Goodwill Trademarks Other Goodwill Trademarks Other
SIG 848 315
Evergreen 67 34 67 34
Closures 378 388
Reynolds Consumer Products 1,913 850 1,908 850
Pactiv Foodservice 1,695 526 62 1,727 526 69
Graham Packaging 1,418 250 1,438 250
Total 5,471 1,660 62 6,376 1,975 69
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. The recoverable amount
of an asset or CGU is the greater of its value in use and its fair value less costs to sell.
For goodwill and certain indefinite lived trademarks the estimated fair value has been determined at the segment level using the forecasted
2015 Adjusted EBITDA expected to be generated multiplied by an earnings multiple. The key assumptions in developing the forecasted Adjusted
EBITDA include management's assessment of future trends in the segment's industry and are based on both external and internal sources. The
forecasted 2015 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales
volumes and costs of raw materials. The forecasted 2015 Adjusted EBITDA is subject to review by the Group's Chief Operating Decision Maker.
Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The
earnings multiples applied for December 31, 2014 ranged between 8x and 10x. Costs to sell were estimated to be 1-1.5% of the fair value of each
segment depending on the magnitude of the fair value.
The estimated fair value less cost to sell of the Reynolds and Hefty trademarks is first evaluated at the trademark level using the relief
from royalty method. The royalty rates were based on observed royalty rates in the market, arm's-length royalty agreements, profit split analysis
and previous transactions. The royalty rates applied ranged between 5% and 7%. The growth rates used to estimate future revenues were based
on past performance, external market growth assumptions and the Group's experience of growth rates achievable in the Group's key markets. The
revenue growth rates applied ranged up to 2%. The discount rate of 7.8% was based on market factors and costs to sell were estimated to be 2%
of the fair value of each asset.
As of December 31, 2014, there was no impairment of goodwill or indefinite life identifiable intangible assets (2013: none; 2012: none).
If the forecasted 2015 Adjusted EBITDA, earnings multiples, future revenue growth rate, royalty rate or discount rate used in calculating fair value
less costs to sell had been 10% lower than those used as of December 31, 2014, no impairment would need to be recognized.
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15. Investments in associates and joint ventures equity accounted
Summary of financial information not adjusted for the percentage ownership held by the Group for associates and joint ventures (equity
method):
Banawi
SIG Ducart Evergreen Graham
Combibloc SIG Evergreen Packaging Blow Pack
Obeikan Combibloc Packaging Company Eclipse Private
Company Obeikan Ltd Limited Closures, Limited
(In $ million) Limited FZCO ("Ducart") ("Banawi") LLC ("GBPPL") Total
Kingdom of Kingdom of
Saudi United Arab Saudi
Country of incorporation Arabia Emirates Israel Arabia USA India
Interest held 50.0% 50.0% 50.0% 50.0% 49.0% 22.0%
December December November November December September
Reporting date 31 31 30 30 31 30
2014
Current assets 12 15 3 30
Non-current assets 7 12 3 22
Total assets 19 27 6 52
Current liabilities 5 9 3 17
Non-current liabilities 3 4 1 8
Total liabilities 8 13 4 25
Revenue 18 22 10 50
Expenses (17) (20) (10) (47)
Profit (loss) from continuing 1 2 3
operations
Profit (loss) from discontinued 16 35 51
operations, net of income tax
2013
Current assets 99 143 10 12 2 266
Non-current assets 74 48 9 11 3 145
Total assets 173 191 19 23 5 411
Current liabilities 82 67 4 6 2 2 163
Non-current liabilities 24 43 4 5 1 77
Total liabilities 106 110 8 11 2 3 240
Revenue 17 18 5 40
Expenses (16) (17) (6) (39)
Profit (loss) from continuing 1 1 (1) 1
operations
2012
Revenue 21 11 2 34
Expenses (19) (10) (2) (31)
operations
No adjustment was made to the financial statements of the Ducart and Banawi operations for the purpose of applying the equity method
of accounting as there were no significant events or transactions that occurred between November 30, 2014 and December 31, 2014 or between
November 30, 2013 and December 31, 2013. Further, no adjustment was made with respect to GBPPL for purposes of applying the equity method
of accounting as there were no significant events or transactions that occurred between September 30, 2014 and December 31, 2014 or between
September 30, 2013 and December 31, 2013.
There are currently no restrictions with respect to the transfer of funds to the Group in the form of cash dividends or the repayment of
loans associated with its investments in SIG Combibloc Obeikan Company Limited and GBPPL.
With respect to the Ducart and Banawi associates, dividends are limited to the associate's accumulated profits after certain local reserve
levels have been attained.
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With respect to the SIG Combibloc Obeikan FZCO joint venture, the maximum dividend or cash distribution able to be paid to the Group
in any fiscal year cannot exceed 75% of the prior year's earnings.
The Eclipse Closures, LLC joint venture has been dissolved.
15.1 Movements in carrying values of investments in associates and joint ventures (equity method)
As of December 31,
(In $ million) 2014 2013
Balance as of the beginning of the year 149 141
Share of profit, net of income tax 22 26
Capital contribution 6
Transfers to assets held for sale (121)
Dividends received (25) (27)
Effect of movement in exchange rates (7) 3
Balance as of the end of the year 18 149
Amount of goodwill in carrying value of associates and joint ventures (equity method) 54
All goodwill in the prior year relates to SIG.
16. Trade and other payables
As of December 31,
(In $ million) 2014 2013
Trade payables 720 913
Accrued interest 295 296
Related party payables (refer to note 22) 16 29
Other payables and accrued expenses 365 561
Total current trade and other payables 1,396 1,799
Non-current payables 40 41
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17. Borrowings
As of December 31, 2014, the Group was in compliance with all of its covenants.
The Group's borrowings are detailed below:
As of December 31,
(In $ million) 2014 2013
Securitization Facility(a) 405 445
2013 Credit Agreement(b) 2,548 2,623
September 2012 Senior Secured Notes(c) 3,250 3,250
February 2012 Senior Notes(c) 9 9
August 2011 Senior Secured Notes(c) 1,500 1,500
August 2011 Senior Notes(c) 2,241 2,241
(c)
February 2011 Senior Secured Notes 1,000 1,000
February 2011 Senior Notes(c) 1,000 1,000
October 2010 Senior Secured Notes(c) 1,500 1,500
October 2010 Senior Notes(c) 1,500 1,500
(c)
May 2010 Senior Notes 1,000 1,000
2013 Senior Notes(d) 650 650
2013 Senior Subordinated Notes(d) 590 590
Pactiv 2017 Notes(e) 300 300
(e)
Pactiv 2018 Notes 16 16
Related party borrowings 1 1
(f)
Other borrowings 39 32
Total principal amount of borrowings 18,025 18,133
Debt issuance costs (222) (263)
Embedded derivatives 68 80
Original issue discount (12) (14)
Fair value adjustment at acquisition (1) 1
Carrying value 17,858 17,937
Current borrowings 478 471

Non-current borrowings 17,380 17,466
Total borrowings 17,858 17,937
(a) Securitization Facility
Certain members of the Group are parties to a receivables loan and security agreement pursuant to which the Group can borrow up to
$600 million (the "Securitization Facility"). The amount that can be borrowed is calculated by reference to a funding base determined by the amount
of eligible trade receivables of certain members of the Group. The Securitization Facility matures on November 7, 2017 and accrues interest at a
rate of either the cost of funds in commercial paper or the LIBOR, set daily, plus, in each case, a margin of 1.90%. During the year ended December 31,
2014, interest was charged at 2.08% to 2.10%. The Securitization Facility is secured by all of the assets of the borrower, Beverage Packaging
Factoring (Luxembourg) S. r.l. ("BP Factoring"), primarily the eligible trade receivables and cash. The terms of the Securitization Facility do not
result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility are presented as current borrowings,
as amounts drawn are required to be repaid when the receivables are collected.
On December 19, 2014, certain amendments were made to the Securitization Facility and related documents. The amendments permit
the removal of certain Evergreen entities as sellers and made certain other amendments, including amending certain reserve formulations and
dilution factors, permitting BP Factoring to exclude certain receivables subject to factoring arrangements requested by the relevant account obligor,
and clarifying certain mechanics related to the permitted exclusion of sellers.
(b) 2013 Credit Agreement
The Company and certain members of the Group are parties to a senior secured credit agreement dated September 28, 2012 as amended
on November 27, 2013 and on December 27, 2013 (the "2013 Credit Agreement"), which amended the terms of the 2012 Credit Agreement (as
defined below). The 2013 Credit Agreement comprises the following term and revolving tranches:
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Original facility Value drawn or utilized

value as of December 31, 2014 Applicable interest rate
Currency Maturity date (in million) (in million) as of December 31, 2014
Term Tranches
LIBOR floor of 1.000% +
U.S. Term Loan $ December 1, 2018 2,213 2,190 3.000%
EURIBOR floor of 1.000%
European Term Loan December 1, 2018 297 294 + 3.250%
Revolving Tranches(1)
Revolving Tranche $ December 27, 2018 120 63
Revolving Tranche December 27, 2018 54 15
(1) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.
The Company and certain members of the Group have guaranteed on a senior basis the obligations under the 2013 Credit Agreement
and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations
under the 2013 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the October 2010 Senior
Secured Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes
(each as defined below, and together the Reynolds Senior Secured Notes).
Indebtedness under the 2013 Credit Agreement may be voluntarily repaid in whole or in part and must be mandatorily repaid in certain
circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans,
commencing with the fiscal quarter ending March 31, 2014. Beginning with the fiscal year ended December 31, 2014, the borrowers are required
to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien
leverage ratio is met) as determined in accordance with the 2013 Credit Agreement. We expect to make an excess cash flow payment of approximately
$64 million for the year ended December 31, 2014. Future quarterly amortization payments are reduced by any excess cash flow amounts.
The 2013 Credit Agreement contains customary covenants which restrict the Group from certain activities including, among other things,
incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the
2013 Credit Agreement. The Group also has a maximum senior secured first lien leverage ratio covenant. In addition, total assets of the non-
guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated
total assets of the Group as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available,
and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of the Group for the
period of four consecutive fiscal quarters of the Company for which financial statements are available, in each case calculated in accordance with
the 2013 Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed in note 5. If the
Group is unable to meet the Guarantor Coverage Test, the Group will be required to add additional subsidiary guarantors as necessary to satisfy
such requirements. The 2013 Credit Agreement provides the Group with greater flexibility to exclude certain non-U.S. companies from the collateral
and guarantee requirements. Provided that the Group meets the Guarantor Coverage Test, the Group has the ability to designate certain non-U.S.
companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the 2013 Credit Agreement and being
released from their guarantees of the Reynolds Notes (as defined below) and the 2013 Notes (as defined below).
2012 Credit Agreement
The Company and certain members of the Group were parties to an amended and restated senior secured credit agreement dated
September 28, 2012 (the 2012 Credit Agreement), which amended and restated the terms of the 2011 Credit Agreement (as defined below). For
the period January 1, 2013 until the refinancing of the 2012 Credit Agreement on November 27, 2013, the applicable interest rates for the U.S. term
loan and European term loan under the 2012 Credit Agreement were 4.75% and 5.00%, respectively. The 2012 Credit Agreement also included
customary covenants, similar to the 2013 Credit Agreement.
The Company and certain members of the Group were parties to an amended and restated senior secured credit agreement dated
August 9, 2011 (the 2011 Credit Agreement), which amended and restated the previous terms. For the period January 1, 2012 until the refinancing
of the 2011 Credit Agreement on September 28, 2012, the applicable interest rates for the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan
and European Term Loan under the 2011 Credit Agreement were 6.50%, 6.50% and 6.75%, respectively.
(c) Reynolds Notes
The Group's borrowings as of December 31, 2014 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds
Group Issuer (Luxembourg) S.A. (together, the "Reynolds Notes Issuers") are defined and summarized below:
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Principal
amounts
issued Interest Semi-annual interest
Currency Issue date (in million) rate Maturity date payment dates
September 2012 Senior September 28, October 15,
Secured Notes $ 2012 3,250 5.750% 2020 April 15 and October 15
August 15,
February 2012 Senior Notes $ February 15, 2012 9 9.875% 2019 February 15 and August 15
August 2011 Senior Secured August 15,
Notes $ August 9, 2011 1,500 7.875% 2019 February 15 and August 15
August 9, 2011 and August 15,
August 2011 Senior Notes $ August 10, 2012 2,241 9.875% 2019 February 15 and August 15
February 2011 Senior Secured February 15,
Notes $ February 1, 2011 1,000 6.875% 2021 February 15 and August 15
February 15,
February 2011 Senior Notes $ February 1, 2011 1,000 8.250% 2021 February 15 and August 15
October 2010 Senior Secured
Notes $ October 15, 2010 1,500 7.125% April 15, 2019 April 15 and October 15
October 2010 Senior Notes $ October 15, 2010 1,500 9.000% April 15, 2019 April 15 and October 15
May 2010 Senior Notes $ May 4, 2010 1,000 8.500% May 15, 2018 May 15 and November 15
The August 2011 Senior Secured Notes and the August 2011 Senior Notes are collectively defined as the "August 2011 Notes." The
February 2011 Senior Secured Notes and the February 2011 Senior Notes are collectively defined as the "February 2011 Notes." The October 2010
Senior Secured Notes and the October 2010 Senior Notes are collectively defined as the "October 2010 Notes."
As used herein, Reynolds Notes refers to the September 2012 Senior Secured Notes, the February 2012 Senior Notes, the August 2011
Notes, the February 2011 Notes, the October 2010 Notes and the May 2010 Senior Notes.
Assets pledged as security for loans and borrowings
The shares in Beverage Packaging Holdings (Luxembourg) I S.A. (BP I) and Beverage Packaging Holdings (Luxembourg) II S.A. ("BP
II") (wholly-owned subsidiaries of the Company) have been pledged as collateral to support the obligations under the 2013 Credit Agreement and
the Reynolds Senior Secured Notes. In addition, BP I, certain subsidiaries of BP I and BP II have pledged certain of their assets (including shares
and equity interests) as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes. On
December 10, 2013, BP II became a guarantor of the 2013 Credit Agreement and the Reynolds Notes and pledged certain of its assets as collateral
to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes.
Certain guarantee and security arrangements
All of the guarantors of the 2013 Credit Agreement have guaranteed the obligations under the Reynolds Notes to the extent permitted by
law.
Certain guarantors have granted security over certain of their assets to support the obligations under the Reynolds Senior Secured Notes.
This security is expected to be shared on a first priority basis with the creditors under the 2013 Credit Agreement.
Reynolds Notes indentures restrictions
The respective indentures governing the Reynolds Notes, except for the February 2012 Senior Notes, all contain customary covenants
which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making
restricted payments, in each case except as permitted under the respective indentures governing the Reynolds Notes.
Early redemption option and change in control provisions
Under the respective indentures governing the Reynolds Notes, the Reynolds Notes Issuers, at their option, can elect to redeem the
Reynolds Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded
derivative. In accordance with the Group's accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation
to the redemption provisions of the indentures governing the respective Reynolds Notes.
Under the respective indentures governing the Reynolds Notes, except for the February 2012 Senior Notes, in certain circumstances
which would constitute a change in control, the holders of the Reynolds Notes have the right to require the Reynolds Notes Issuers to repurchase
the Reynolds Notes at a premium.
(d) 2013 Notes
On November 15, 2013, BP II and Beverage Packaging Holdings II Issuer Inc. ("BP II Issuer") (a wholly-owned indirect subsidiary of the
Company) (together, the "2013 Notes Issuers") issued $650 million principal amount of 5.625% senior notes due 2016 (the "2013 Senior Notes").
Interest on the 2013 Senior Notes is paid semi-annually on June 15 and December 15, commencing December 15, 2013. The proceeds of the 2013
Senior Notes were used to redeem the 2007 Senior Notes (as defined below) at a redemption price of 100% of the aggregate principal amount and
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to pay fees and expenses related to the transaction. On or after December 15, 2015, the 2013 Notes Issuers may redeem the 2013 Senior Notes
at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior to
December 15, 2015, the 2013 Notes Issuers may redeem the 2013 Senior Notes at a redemption price equal to 100% of the principal amount thereof
plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date.
On December 10, 2013, the 2013 Notes Issuers issued $590 million principal amount of 6.000% senior subordinated notes due 2017 (the
"2013 Senior Subordinated Notes" and, together with the 2013 Senior Notes, the "2013 Notes"). Interest on the 2013 Senior Subordinated Notes
is paid semi-annually on June 15 and December 15, commencing June 15, 2014. The proceeds of the 2013 Senior Subordinated Notes were used
to redeem the 2007 Senior Subordinated Notes (as defined below) and to pay fees and expenses, including the applicable premium on the 2007
Senior Subordinated Notes, related to the transaction. On or after June 15, 2016, the 2013 Notes Issuers may redeem the 2013 Senior Subordinated
Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior
to June 15, 2016, the 2013 Notes Issuers may redeem the 2013 Senior Subordinated Notes at a redemption price equal to 100% of the principal
amount thereof plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date.
The 2013 Notes are unsecured. All of the guarantors of the 2013 Credit Agreement have guaranteed the obligations under the 2013 Notes
to the extent permitted by law.
The indentures governing the 2013 Notes contain customary covenants which restrict the Group from certain activities including, among
other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the
indentures governing the 2013 Notes.
In certain circumstances which would constitute a change in control, the holders of the 2013 Notes have the right to require the 2013
Notes Issuers to repurchase the 2013 Notes at a premium.
2007 Notes
On June 29, 2007, BP II issued 480 million principal amount of 8.000% senior notes due 2016 (the 2007 Senior Notes) and 420 million
principal amount of 9.500% senior subordinated notes due 2017 (the 2007 Senior Subordinated Notes and, together with the 2007 Senior Notes,
the 2007 Notes). Interest on the 2007 Notes was paid semi-annually on June 15 and December 15.
The 2007 Senior Notes were secured on a second-priority basis and the 2007 Senior Subordinated Notes were secured on a third-priority
basis, by all of the equity interests of BP I held by the Company and the receivables under a loan of the proceeds of the 2007 Notes made by BP II
to BP I. All of the guarantors of the 2012 Credit Agreement guaranteed the obligations under the 2007 Notes to the extent permitted by law.
During the year ended December 31, 2013, the Group satisfied and discharged the 2007 Notes, as discussed above.
(e) Pactiv Notes
As of December 31, 2014, the Group had outstanding the following notes (defined below, and together, the Pactiv Notes) issued by
Pactiv LLC (formerly Pactiv Corporation):
Principal
amounts
Date acquired by outstanding Interest Semi-annual interest
Currency the Group (in million) rate Maturity date payment dates
Pactiv 2017 Notes $ November 16, 2010 300 8.125% June 15, 2017 June 15 and December 15
Pactiv 2018 Notes $ November 16, 2010 16 6.400% January 15, 2018 January 15 and July 15
Pactiv 2025 Notes $ November 16, 2010 276 7.950% December 15, 2025 June 15 and December 15
Pactiv 2027 Notes $ November 16, 2010 200 8.375% April 15, 2027 April 15 and October 15
The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.
The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject
to certain exceptions, to (i) incur or guarantee debt that is secured by liens on principal manufacturing properties (as such term is defined in the
indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing
property and (ii) sell and then take an immediate lease back of such principal manufacturing property.
The Pactiv 2017 Notes, the Pactiv 2018 Notes and the Pactiv 2027 Notes may be redeemed at any time at the Group's option, in whole
or in part at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest
to the date of the redemption.
(f) Other borrowings
As of December 31, 2014, in addition to the Securitization Facility, the 2013 Credit Agreement, the Reynolds Notes, the 2013 Notes and
the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These
facilities bear interest at floating or fixed rates.
As of December 31, 2014, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral
under the 2013 Credit Agreement and the Reynolds Senior Secured Notes and by certain other assets. The local working capital facilities which
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are secured by the collateral under the 2013 Credit Agreement and the Reynolds Senior Secured Notes rank pari passu with the obligations under
the 2013 Credit Agreement and under the Reynolds Senior Secured Notes.
Other borrowings as of December 31, 2014 also included finance lease obligations of $28 million (2013: $30 million).
18. Employee benefits
18.1 Summary of employee benefit liabilities
As of December 31,
(In $ million) 2014 2013
Salaries and wages accrued 138 172
Provision for annual leave 45 55
Provision for other employee benefits 33 33
Provision for exit from multi-employer pension plans 92 77
Defined benefit obligations:
Pension benefits 1,145 535
Post-employment medical benefits 122 114
Total employee benefit liabilities 1,575 986
Current 201 243
Non-current 1,374 743
Included in liabilities directly associated with assets held for sale at December 31, 2014 is $162 million of employee benefit liabilities.
18.2 Pension benefits
The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on
retirement. The Group operates defined benefit pension plans in countries including Canada, Germany, Japan, Taiwan, United Kingdom, Mexico
and the United States. The majority of the Groups net pension plan liabilities are in the United States and subject to governmental regulations
relating to the funding of retirement plans. The Group generally funds its retirement plans equal to the annual minimum funding requirements
specified by government regulations covering each plan. Deterioration in the value of plan assets, including equity and debt securities, resulting
increase in the underfunded status of the Groups defined benefit pension plans, thereby increasing the Groups obligation to make contributions
to the plans, which in turn would reduce the cash available for the Groups business. The Group has generally provided aggregated disclosures in
respect of these plans on the basis that these plans are not exposed to materially different risks.
The Groups largest pension plan is the Pactiv Retirement Plan, of which the Company became the sponsor at the time of the Pactiv
spin-off from Tenneco Inc. in 1999. The plan was assumed as part of the Pactiv acquisition in 2010. This plan covers most of Pactiv Foodservice's
employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco Inc. but not currently owned by the
Group. As a result, while persons who are not current Pactiv Foodservice employees do not accrue benefits under the plan, the total number of
individuals/beneficiaries covered by this plan is much larger than if only Pactiv Foodservice personnel were participants. The Pactiv Retirement
Plan comprises 86% (2013: 78%) of the Groups present value of pension plan obligations. For this reason, the impact of this pension plan on the
Groups net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following
factors can have a disproportionate effect on the Groups results of operations and statement of financial position compared with similarly sized
companies: (i) interest rate used to discount projected benefit obligations and to calculate the net interest on the net defined benefit liability (asset),
(ii) governmental regulations relating to funding of retirement plans in the United States, (iii) financial market performance and (iv) revisions to
mortality tables as a result of changes in life expectancy. Therefore, certain information applicable to the Pactiv Retirement Plan has been separately
disclosed. As of December 31, 2014, the Pactiv Retirement Plan was underfunded by $979 million. The year end remeasurement of the Pactiv plan
included the adoption of new mortality tables published by the U.S. Society of Actuaries in the fourth quarter of 2014. Implementation of the new
tables increased the Pactiv plan liability by $343 million.
Future contributions to the Groups pension plans, including the Pactiv Retirement Plan, could reduce the cash otherwise available to
operate the Groups business and could have an adverse effect on the Groups results of operations. Regulations for funding of U.S. pensions
plans are not expected to adopt the new mortality tables until 2017. The Group does not expect to make contributions to the Pactiv plan in 2015.
Expected contributions during the year ending December 31, 2015 for all other defined benefit plans are estimated to be up to $10 million.
The various defined benefit plans are governed in accordance with the relevant local legislation. Typically each plan has a separate
governance committee which is responsible for managing the plan. In certain jurisdictions membership of the governance committee includes plan
representatives. The Group has sole responsibility for the administration of the Pactiv Retirement Plan.
In connection with the sale of SIG, the Group has agreed to retain the assets and liabilities associated with the SIG US pension plan with
a net liability of approximately $3 million; however, all other SIG related defined benefit plan assets and liabilities will transfer to the purchaser.
Accordingly, as of December 31, 2014, a net pension obligation of $8 million has been classified as held for sale, comprising of $118 million asset
position included in assets held for sale and $126 million pension obligation included in liabilities directly associated with assets held for sale.
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Movement in defined benefit pension obligations
Defined benefit Fair value of plan Net defined benefit

obligation assets liability (asset)
(In $ million) 2014 2013 2014 2013 2014 2013
Balance as of January 1 5,316 5,825 (4,837) (4,463) 479 1,362
Included in the profit or loss:
Current service cost 20 21 20 21
Interest cost (income) 221 205 (201) (152) 20 53
Administrative expenses 18 16 18 16
Curtailments (1) (1)
Total expense (income) recognized in profit or loss 241 225 (183) (136) 58 89
Remeasurement (gains) losses:
Actuarial (gains) loss arising from:
Demographic assumptions 421 (33) 421 (33)
Financial assumptions 412 (376) 412 (376)
Return on plan assets excluding interest income (129) (541) (129) (541)
Total remeasurement (gains) losses 833 (409) (129) (541) 704 (950)
Other movements:
Contributions by the Group (51) (25) (51) (25)
Contributions by plan participants 2 (2)
Benefits paid by the plans (352) (346) 352 346
Business disposals (28) (28)
Effect of movements in exchange rates (84) 19 75 (16) (9) 3
Total other movements (464) (325) 376 303 (88) (22)
Balance as of December 31 5,926 5,316 (4,773) (4,837) 1,153 479
Comprised of:
Pactiv Retirement Plan 4,809 4,122 (3,830) (3,832) 979 290
Other plans 482 1,194 (316) (1,005) 166 189
5,291 5,316 (4,146) (4,837) 1,145 479
Plans associated with assets held for sale 635 (627) 8
Comprised of:
Funded plans 1,080 330
Plans associated with assets held for sale 8
Unfunded plans 65 149
Total net pension benefits liability 1,153 479
Included in the statements of financial position as:

Employee benefit liabilities 1,145 535
Liabilities directly associated with assets held for sale 126 30
Assets held for sale (118)
Other assets, non-current (86)
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The Group's pension plans had a weighted average duration of 11 years (2013: 10 years).
For the year ended December 31, 2012, the Group recognized remeasurement losses of $125 million directly in other comprehensive
income. The losses were comprised of $2 million of losses from changes in demographic assumptions, $463 million of losses from changes in
financial assumptions, partially offset by $340 million from gains on plan assets, excluding interest.
Expense recognized in the statements of comprehensive income
The expense is recognized in the following components in the statements of comprehensive income:

(In $ million) 2014 2013 2012
Total plan net expense from continuing operations 47 78 81
Total plan net expense 58 89 93
The Group presents pension (income) expense in personnel costs, which are reported in cost of sales and general and administration
expenses.
The net plan expense for the year ended December 31, 2012 was comprised of current service cost of $22 million, administrative expense
of $16 million, and interest expense of $237 million, partially offset by interest income of $182 million.
During the year ended December 31, 2014, the plan net expense of the Pactiv Retirement Plan was $31 million (2013: $57 million; 2012:
$59 million).
Plan assets
Plan assets consist of the following:
As of December 31,
(In $ million) 2014 2013
Equity instruments 3,219 3,185
Debt instruments 889 1,141
Property 424 422
Other 241 89
Total plan assets 4,773 4,837
Approximately 80% of total plan assets are held by the Pactiv Retirement Plan. This plan's total assets include the following exposures:
(i) approximately $2,900 million of exposure to equity markets, which includes exposure to approximately $2,100 million of U.S. equities held through
a combination of listed equities and equity index derivatives, and exposure to approximately $800 million of non-U.S. equities held through unlisted
index funds; (ii) approximately $562 million of exposure to debt instruments, which include investments in corporate bonds and high yield bonds;
and (iii) $256 million of exposure to property held through unlisted commingled funds.
Included in the value of the Pactiv Retirement Plan equity instruments is approximately $1,700 million of cash and short-term investments,
including short-term government bonds, reflecting the amounts set aside for the notional value of the equity instruments underlying the derivatives.
On December 31, 2014, in anticipation of a change in plan trustee effective January 1, 2015, plan assets of certain U.S. pension plans
totaling $158 million were converted to cash and cash equivalents and are reflected in the Other category above. Subsequent to the plan trustee
change, all plan assets were reinvested based on an allocation of 70% equity, 20% debt instruments and 10% property investments.
In addition to the above plan assets, the Group is required to hold assets as collateral against certain unfunded defined benefit obligations
assumed as part of the Pactiv acquisition. As of both December 31, 2014 and 2013, $27 million in cash, included in other non-current assets in the
statements of financial position, was held as collateral against these obligations.
Actuarial assumptions all plans

2014 2013 2012
Discount rates at December 31 0.7% - 7.0% 1.0% - 8.0% 1.1% - 6.6%
Future salary increases 0.0% - 7.0% 0.0% - 5.0% 0.0% - 6.0%
Future pension increases 0.0% - 4.0% 0.0% - 3.8% 0.0% - 4.0%
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The discount rate for the Pactiv Retirement Plan for the years ended December 31, 2014 and 2013 was 4.0% and 4.7%, respectively.
Retirement benefits under the Pactiv Retirement Plan are frozen. Therefore, future salary increases and future pension increase assumptions have
no effect on the retirement benefit obligation of that plan. The principal mortality rates assumed are the published mortality rates within the RP 2014
aggregate table with projection scale MP-2014 for 2014 and the RP 2000 combined mortality table for 2013.
Sensitivity analysis
The assumed discount rate is an assumption that changes annually, and has an effect on the amounts of the defined benefit obligation.
A half percentage point change in assumed discount rates would have the following effects:
(In $ million) Increase Decrease

Effect on the net plan expense (8) 6
Effect on the defined benefit obligation (284) 313
The mortality tables used for the mortality assumption included projections of improved life expectancy. These tables are only changed
infrequently; however, when they change they can have a significant impact on the plan liability. Estimates of the impact of mortality table changes
are complex and difficult to measure. The Group does not expect changes to the mortality tables, which were adopted in 2014, to occur in the next
several years.
18.3 Post-employment medical benefits
The Group operates unfunded post-employment medical benefit plans mainly in the United States. SIG does not participate in post-
employment medical benefit plans. The liability for the post-employment medical benefits has been assessed using the same assumptions as for
the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 8.0% for the years ended December 31,
2014, 2013 and 2012.
The main actuarial assumption is the published mortality rates within the RP 2014 aggregate table with projection scale MP-2014 for
2014 and the RP2000 combined mortality rate table for 2013.
The Group expects to contribute $7 million to the post-employment medical benefit plans during the annual period ending December 31,
2015.
Movement in the post-employment medical obligations
For the year ended

December 31,
(In $ million) 2014 2013
Liability for post-employment medical obligations as of the beginning of the year 114 133
Included in the profit or loss
Current service cost 2 2
Interest cost 5 5
Past service cost (2)
Total expense (income) recognized in profit or loss 5 7
Remeasurement (gains) losses
Actuarial (gains) losses from changes in demographic assumptions 3 (10)
Actuarial (gains) losses from changes in financial assumptions 7 (10)
Total remeasurement (gains) losses 10 (20)
Other movements
Contributions by plan participants 1 1
Benefits paid by the plans (8) (7)
Post-employment medical obligations related to business disposals
Total other movements (7) (6)
Liability for post-employment medical obligations as of the end of the year 122 114
For the year ended December 31, 2012, the Group recognized net benefit plan expense of $4 million related to post-employment medical
obligations. The net benefit plan expense was comprised of $2 million of current service cost and $6 million of interest cost, partially offset by $4
million of past service cost credits.
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For the year ended December 31, 2012, the Group recognized net remeasurement losses of $3 million directly in other comprehensive
income. The net losses were comprised of $8 million of losses from changes in financial assumptions, partially offset by $5 million of gains from
changes in demographic assumptions.
Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A
one percentage point change in assumed health care cost trend rates would have the following effects:

Effect on plan expense
Effect on the post-employment medical obligations 3 (3)
Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point
change in discount rates would have the following effects:

Effect on the post-employment medical obligations (6) 6
18.4 Defined contribution plans
The Group sponsors various defined contribution plans. During the year ended December 31, 2014, the Group recorded expense of $55
million (2013: $63 million; 2012: $58 million) in relation to contributions to these plans in continuing operations in the statement of comprehensive
income.
18.5 Multi-employer plans
The Group also makes contributions, for some current and former employees, to union administered multi-employer pension plans based
on negotiated labor contracts. While these plans provide for defined benefits, as a result of insufficient information the Group accounts for these
plans as defined contribution plans. Specifically, the plans do not maintain IFRS accounting records and there is insufficient information to allocate
amounts among employer participants. The Group, with union approval, has elected over the last several years to withdraw from virtually all of
these multi-employer plans. Withdrawal creates a withdrawal liability obligation based upon guidelines outlined in the specific multi-employer plan.
The most significant of the multi-employer pension plans in which the Group participates is the PACE Industry Union-Management Pension
Fund (PIUMPF), in which certain employees of both Evergreen and Pactiv Foodservice participate. Graham Packaging had withdrawn from this
plan prior to the acquisition by the Group. Evergreen and Pactiv Foodservice reached agreements with the relevant unions, ratified by the unions
in November 2013, to allow Evergreen and Pactiv Foodservice to withdraw from PIUMPF as of December 31, 2013. Pursuant to these agreements
the Group will be required to make withdrawal liability payments to PIUMPF in amounts to be determined through future negotiations with PIUMPF,
but which the Group currently estimates to be approximately $5 million per year for 20 years. As a result, the Group accrued a liability of $82 million
as of December 31, 2014 ($66 million as of December 31, 2013) for the present value of such future payments. However, the amount may change
depending on negotiations with PIUMPF. If PIUMPF suffers a mass withdrawal (as defined in the Employee Retirement Income Security Act) prior
to January 1, 2016, the Group's annual payment will continue until the end of the year in which the assets (exclusive of the withdrawal liability
claims) are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. Therefore, the aggregate amount of the
Groups required payments could increase and the increase could be material.
The Group has recorded in prior years a withdrawal liability of $11 million for payments to be made over 20 years for its withdrawal from
the other multi-employer plans.
For all of its multi-employer pension plans, the Group expects to make payments of about $6 million annually over the next 20 years.
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19. Provisions
Asset
retirement Workers'
(In $ million) obligations Restructuring compensation Other Total
Balance as of December 31, 2013 39 38 38 64 179
Provisions made 3 77 18 14 112
Provisions used (1) (60) (17) (12) (90)
Provisions reversed (8) (1) (16) (25)
Transfers to liabilities directly associated with
assets held for sale (3) (24) (17) (44)
Other transfers (1) (1) (2)
Effect of movements in exchange rates (3) (2) (5)
Current 2 17 25 10 54
Non-current 36 2 13 20 71
Total provisions as of December 31, 2014 38 19 38 30 125
Current 1 36 23 23 83
Other provisions
Other provisions as of December 31, 2014 included $10 million of onerous leases (2013: $12 million), $7 million of environmental
remediation programs (2013: $6 million), $6 million of product warranty provisions (2013: $16 million) and $2 million of legal provisions (2013: $21
million).
20. Equity
20.1 Share capital
The reported share capital balance as of December 31, 2014 is that of the Company, which is the sole parent of the Group.
Further information regarding Reynolds Group Holdings Limited's issued capital is detailed below:

Number of shares 2014 2013 2012
Balance at the beginning of the year 111,000,004 111,000,004 111,000,004
Repurchase of shares (39,500,000)
Issue of shares
Balance at the end of the year 71,500,004 111,000,004 111,000,004
All issued shares are fully paid and have no par value.
The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares
rank equally with regard to the Company's residual assets in the event of a wind-up.
In November 2014, RGHL repurchased 39.5 million shares for $31 million from Packaging Finance Limited, its sole shareholder.
20.2 Dividends
There were no dividends declared or paid by the Company during any years presented.
20.3 Capital management
The Directors are responsible for monitoring and managing the Group's capital structure. Capital is comprised of equity and external
borrowings.
The Directors' policy is to maintain an acceptable capital base to promote the confidence of the Group's financiers and creditors and to
sustain the future development of the business. The Directors monitor the Group's financial position to ensure that it complies at all times with its
financial and other covenants as set out in its financing arrangements.
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In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures, including for example to dispose
of assets or operating segments of the business, alter its short to medium term plans with respect to capital projects and working capital levels, or
to re-balance the level of equity and external debt in place.
21. Financial risk management
21.1 Overview
This note presents information about the Group's exposure to market risk, credit risk and liquidity risk, and where applicable, the Group's
objectives, policies and procedures for managing these risks.
Exposure to market, credit and liquidity risks arises in the normal course of the Group's business. The Directors of the Group and the
ultimate parent entity have overall responsibility for the establishment and oversight of the Group's risk management framework.
The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate
those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and
authorized the use of various financial instruments to a restricted number of personnel within the treasury function.
Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk
management policies and procedures.
21.2 Market risk
Market risk is the risk that changes in market prices, such as foreign currency exchange rates, interest rates and commodity prices, will
affect the Group's cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters.
The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative
contracts for speculative purposes.
(a) Foreign currency exchange risk
As a result of the Group's international operations, foreign currency exchange risk exposures exist on sales, purchases, financial assets
and borrowings that are denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in
exchange rates would impact the profit or loss component of the Group's statement of comprehensive income.
In accordance with the Group's treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when
commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. On a limited basis, the Group
uses derivatives to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. The Group
generally does not hedge its exposure to translation gains or losses in respect of its non-dollar functional currency assets or liabilities. Additionally,
when considered appropriate, the Group may enter into derivatives to hedge foreign currency exchange risk arising from specific transactions.
The following table provides the detail of outstanding foreign currency derivative contracts as of December 31, 2014:
Contracted
estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2014, the Group recognized
an unrealized gain of $3 million (2013: none; 2012: none) as a component of net other income (expenses) in the statements of comprehensive
income. During the year ended December 31, 2014, the Group recognized a realized gain of $1 million (2013: none; 2012: none) as a component
of cost of sales in the statements of comprehensive income.
A 10% upwards movement in the price curve used to value the foreign currency derivative contracts, applied as of December 31, 2014,
would have resulted in a $2 million reduction of unrealized gains and a $2 million increase in unrealized gains recognized in the statement of
comprehensive income assuming all other variables remain constant.
For the year ended December 31, 2014, the Group's primary foreign currency exchange exposure resulted from euro-denominated net
due to relationships with entities presented as discontinued operations. Therefore, the exposure will not be as great in the future. In addition, the
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Group is also exposed to foreign currency exchange risk on certain other intercompany borrowings between certain of its entities with different
functional currencies.
The Group is also exposed to foreign currency exchange risk with respect to the pending SIG sale transaction as the aggregate purchase
price is set in euros. As of December 31, 2014, the Group has mitigated approximately 90% of the exposure to changes in the euro against the
U.S. dollar through derivative contracts and the terms of the sale and purchase agreement.
(b) Interest rate risk
The Group's interest rate risk arises from long-term borrowings at both fixed and floating rates and from deposits which earn interest at
floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group
to fair value interest rate risk.
The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro.
Interest rate risk on borrowings at floating rates is partially offset by interest on cash deposits also earned at floating rates.
The Group has adopted a policy to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a
fixed rate basis.
The following table sets out the Group's interest rate risk repricing profile:
Less than One to three Three to five Greater than

(In $ million) Total one year years years five years
Fixed rate instruments
Borrowings (15,068) (10) (1,545) (7,771) (5,742)
Total fixed rate instruments (15,068) (10) (1,545) (7,771) (5,742)
Floating rate instruments
Related party receivables 330 330
Bank overdrafts (1) (1)
Borrowings (2,957) (2,957)
Total variable rate instruments (1,040) (1,040)
Total (16,108) (1,050) (1,545) (7,771) (5,742)

Borrowings (15,062) (2) (655) (1,911) (12,494)
Total fixed rate instruments (15,062) (2) (655) (1,911) (12,494)
Borrowings (3,072) (3,072)
Total (16,324) (1,264) (655) (1,911) (12,494)
The Group's sensitivity to interest rate risk can be expressed in two ways:
Fair value sensitivity analysis
A change in interest rates impacts the fair value of the Group's fixed rate borrowings. Given all debt instruments are carried at amortized
cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.
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Cash flow sensitivity analysis
The underlying three-month LIBOR and EURIBOR as of December 31, 2014 were 0.26% and 0.08%, respectively. A change in interest
rates would impact future interest payments and receipts on the Group's floating rate liabilities and assets. An increase or decrease in interest rates
of 100 basis points at the reporting date would impact the statement of comprehensive income result and equity by the amounts described below,
based on the assets and liabilities held at the reporting date, and a one-year timeframe. This analysis assumes that all other variables, in particular
foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative years.
As of December 31, 2014, most of the Group's debt has been issued with a fixed interest rate. While interest on the outstanding U.S.
Term Loan and European Term Loan under the 2013 Credit Agreement is at a floating rate, there is a LIBOR/EURIBOR floor of 1%. Given current
LIBOR/EURIBOR rates, a 100 basis point increase in interest rates would have a $6 million increase on the interest expense on the U.S. term loan
and no material impact on the interest expense on the European term loan, respectively, under our Senior Secured Credit Facilities. A 100 basis
point decrease in interest rates would have no impact on the interest expense on the U.S. or European term loans due to the LIBOR and EURIBOR
floors under the Senior Secured Credit Facilities.
Based on the outstanding debt commitments under the Securitization Facility as of December 31, 2014, a one-year timeframe and all
(c) Commodity and other price risk
Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the
individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.
The Group's exposure to commodity and other price risk arises principally from the purchase of resin, natural gas and aluminum. The
Group generally purchases commodities at spot market prices and does not use commodity financial instruments or derivatives to hedge commodity
prices, except for the items in the table below.
The Group's objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the
Group's treasury policy, the Group enters into derivative instruments to hedge the Group's exposure in relation to the cost of resin (and its components),
natural gas, diesel, electricity and aluminum.
The following table provides the detail of outstanding derivative contracts as of December 31, 2014:
Type Unit of measure Contracted volumes Contracted price range Contracted date of maturity
estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2014, the Group recognized
an unrealized loss of $134 million (2013: unrealized gain of $3 million; 2012: unrealized gain of $14 million) as a component of net other income
(expenses) in the statements of comprehensive income. During the year ended December 31, 2014, the Group recognized a realized loss of $2
million (2013: realized loss of $8 million; 2012: realized gain of $12 million) as a component of cost of sales in the statements of comprehensive
income.
A 10% upwards movement in the price curve used to value the commodity derivative contracts, applied as of December 31, 2014, would
have resulted in a $13 million reduction of unrealized losses and a $13 million increase in unrealized losses recognized in the statement of
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21.3 Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from customers and related entities.
Given the diverse global operations and customers across the Group, the Directors have delegated authority for credit control procedures
to each of the segments within the Group, subject to certain Group-determined limits. Each operating business is responsible for managing its own
credit control procedures. These include but are not limited to reviewing the individual characteristics of new customers for creditworthiness before
accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out
insurance for specific debtors.
Generally the Group does not require collateral with respect to trade and other receivables. Goods are generally sold subject to retention
of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.
The Group's exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics
of each customer. Refer to note 11.
Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount of financial
assets represents the maximum credit exposure.
The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a
credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its
obligations.
21.4 Liquidity risk
Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group's approach to managing liquidity
risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due.
The Group evaluates its liquidity requirements on an ongoing basis using both a 13-week rolling forecast and a 12-month rolling forecast
and ensures that it has sufficient cash on hand to meet expected operating expenses including the servicing of financial obligations. As of
December 31, 2014, the Group had $1,587 million of cash on hand, net of bank overdrafts and excluding cash on hand classified as held for sale.
The Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities. It also
has credit lines in place to cover potential shortfalls. As of December 31, 2014, the Group had undrawn lines of credit under the revolving facilities
of the 2013 Credit Agreement totaling $57 million and 39 million ($48 million) (2013: $51 million and 39 million ($54 million)). In addition, the
Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.
The following table sets out contractual cash flows for all financial liabilities including commodity derivatives.
Carrying Less than One to three Three to five Greater than

(In $ million) amount Total one year years years five years
Non-derivative financial liabilities
Trade and other payables (1,396) (1,101) (1,101)
Borrowings (17,858) (24,311) (1,727) (3,980) (12,184) (6,420)
(19,255) (25,413) (2,829) (3,980) (12,184) (6,420)
Derivative financial liabilities
Commodity and foreign currency derivatives:
Inflows 30 30
Outflows (105) (135) (135)
(105) (105) (105)
Total (19,360) (25,518) (2,934) (3,980) (12,184) (6,420)
F-53

Borrowings (17,937) (25,681) (1,728) (3,202) (6,740) (14,011)
(19,740) (27,188) (3,235) (3,202) (6,740) (14,011)
Inflows 12 12
Outflows (3) (15) (14) (1)
(3) (3) (2) (1)
Total (19,743) (27,191) (3,237) (3,203) (6,740) (14,011)
21.5 Classification and fair values
Fair value
through Cash, Total
the profit loans and Other carrying
(In $ million) or loss receivables liabilities amount Fair value
Assets
Current and non-current receivables 1,530 1,530 1,530
Derivative financial assets:
Commodity and foreign currency derivatives 26 26 26
Total assets 322 3,118 3,440 3,440
Liabilities
Non-current payables (40) (40) (40)
Derivative financial liabilities:
Commodity and foreign currency derivatives (131) (131) (131)
Borrowings (17,858) (17,858) (18,542)
Total liabilities (131) (19,295) (19,426) (20,110)
F-54
Fair value
through Cash, Total
Assets
Total assets 449 3,359 3,808 3,808
Liabilities
Borrowings (17,937) (17,937) (19,019)
The methods used in determining fair values of financial instruments are disclosed in note 3.3 and note 3.4.
21.6 Fair value measurements recognized in the statement of comprehensive income
The following table sets out an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair
value and are grouped into levels based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable
for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs)
(In $ million) Level 1 Level 2 Level 3 Total

Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity and foreign currency derivatives, net (105) (105)
Total 191 191

Total 434 434
There were no transfers between any levels during the years ended December 31, 2014 and 2013.
F-55
22. Related parties
Parent and ultimate controlling party
The immediate parent of the Company is Packaging Finance Limited, the ultimate parent of the Company is Packaging Holdings Limited
and the ultimate shareholder is Mr. Graeme Hart.
Transactions with key management personnel
Key management personnel compensation was comprised of:

(In $ million) 2014 2013 2012
Total compensation expense to key management personnel 12 12 9
There were no transactions with key management personnel during the years ended December 31, 2014, 2013 and 2012.
Related party transactions
The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO, SIG Combibloc Obeikan Company
Limited, Ducart Evergreen Packaging Limited, Banawi Evergreen Packaging Company Limited and Eclipse Closures, LLC. All other related parties
detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions
during the years are detailed below:
F-56
Transaction value for the year ended Balance outstanding as of

December 31, December 31,
(In $ million) 2014 2013 2012 2014 2013
Transactions with the immediate and ultimate parent companies
Due to ultimate parent(a) (1) (1)
Transactions with joint ventures
Sale of goods and services(b) 196 221 186 37 59
Transactions with other related parties
Trade receivables
Carter Holt Harvey Limited
Sale of goods 1
Carter Holt Harvey Pulp & Paper Limited(g)
Sale of goods 3 2 2
FRAM Group Operations LLC 1 1
Recharges 2 2 3
Sale of goods 1 1 1
Rank Group North America, Inc. 1 1
Recharges 6 3
United Components, Inc
Recharges 1
Trade payables
Purchase of goods (9) (11) (11)
Carter Holt Harvey Pulp & Paper Limited(g) (6)
Rank Group Limited (7) (10)
Recharges(c) (11) (12) (31)
Management fee(d) (39) (38) (32)
Rank Group North America, Inc.
(e)
Recharges (17) (18) (20)
Loans receivable
Rank Group Limited(f) 330 324
Loans payable
LQ70 (BPTA) Pty Limited
Loan advanced (2)
Reynolds Treasury (NZ) Limited
Interest expense (1)
Receivable related to transfer of tax losses to:
Carter Holt Harvey Limited 5
Payable related to transfer of tax losses to:
Burns Philp (New Zealand) Limited (1) (5)
Transfer of tax losses (1)
Evergreen Packaging New Zealand Limited
Rank Group Investments Limited (8) (6)
Transfer of tax losses (2) (4)
Reynolds Packaging Group (NZ) Limited
(a) The advance due to Packaging Holdings Limited is non-interest bearing, unsecured and repayable on demand.
(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%.
All amounts are unsecured, non-interest bearing and repayable on demand.
F-57
(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These charges are for various costs
incurred including taxes related to the management fee (refer to note 27), financing and other activities.
(d) Represents a management fee paid to Rank Group Limited for management, consulting, monitoring and advisory services. Refer to note 27.
(e) Primarily represents certain costs paid by Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These costs
are primarily related to services provided.
(f) The loan receivable from Rank Group Limited accrues interest at a rate based on the average 90-day New Zealand bank bill rate, set quarterly, plus a margin of
3.25%. Interest is only charged or accrued if demanded by the lender. During the year ended December 31, 2014, interest was charged at 6.22% to 6.95% (2013:
5.89% to 5.94%; 2012: 5.89% to 5.99%). The advance is unsecured and repayable on demand. This loan is subordinated on terms such that no payments can
be made until the obligations under a senior secured credit facility of Rank Group Limited are repaid in full.
(g) Carter Holt Harvey Pulp & Paper Limited was sold to a non-related party in December 2014. Amounts represent transactions incurred while under common
ownership.
23. Group entities
Ownership interest Voting interest

(%) (%)
Reporting Country of
date incorporation 2014 2013 2014
Continuing operations
Alusud Argentina S.R.L. Dec-31 Argentina 100 100 100
Graham Packaging Argentina S.A. Dec-31 Argentina 100 100 100
(a)
Graham Packaging San Martin S.A. (in liquidation) Dec-31 Argentina 100
Lido Plast San Luis S.A. (in liquidation) Dec-31 Argentina 100 100 100
Gulf Closures W.L.L. (b) Dec-31 Bahrain 49 49 49
Graham Packaging Belgium BVBA Dec-31 Belgium 100 100 100
Graham Packaging Lummen BVBA Dec-31 Belgium 100 100 100
Closure Systems International (Brazil) Sistemas de Vedacao Dec-31 Brazil 100 100 100
Ltda.
Graham Packaging do Brasil Indstria e Comrcio Ltda.(c) Dec-31 Brazil 100 100 100
Graham Packaging Paran Ltda. Dec-31 Brazil 100 100 100
Resin Rio Comercio Ltda. Dec-31 Brazil 100 100 100
CSI Latin American Holdings Corporation Dec-31 British Virgin 100 100 100
Islands
Reynolds Consumer Products Bulgaria EOOD (in liquidation) (a) Dec-31 Bulgaria 100
Evergreen Packaging Canada Limited Dec-31 Canada 100 100 100
Graham Packaging Canada Company Dec-31 Canada 100 100 100
Pactiv Canada Inc. Dec-31 Canada 100 100 100
Reynolds Consumer Products Canada Inc. (d) Dec-31 Canada 100 100
Alusud Embalajes Chile Ltda. Dec-31 Chile 100 100 100
Closure Systems International (Guangzhou) Limited Dec-31 China 100 100 100
Closure Systems International (Wuhan) Limited Dec-31 China 100 100 100
CSI Closure Systems (Hangzhou) Co., Ltd. Dec-31 China 100 100 100
CSI Closure Systems (Tianjin) Co., Ltd. Dec-31 China 100 100 100
Dongguan Pactiv Packaging Co., Ltd. Dec-31 China 51 51 51
Evergreen Packaging (Shanghai) Co., Ltd. Dec-31 China 100 100 100
Graham Packaging (Guangzhou) Co., Ltd. Dec-31 China 100 100 100
Graham Packaging Trading (Shanghai) Co., Ltd. Dec-31 China 100 100 100
Reynolds Metals (Shanghai) Ltd. Dec-31 China 100 100 100
Zhejiang Zhongbao Pactiv Packaging Co., Ltd. Dec-31 China 62.5 62.5 62.5
Alusud Embalajes Colombia Ltda. Dec-31 Colombia 100 100 100
Closure Systems International (Colombia Trade) S.A.S. Dec-31 Colombia 100 100 100
CSI Closure Systems Manufacturing de Centro America, Dec-31 Costa Rica 100 100 100
Sociedad de Responsabilidad Limitada
Closure Systems International (Egypt) LLC Dec-31 Egypt 100 100 100
Evergreen Packaging de El Salvador S.A. de C.V. Dec-31 El Salvador 100 100 100
Graham Packaging Company OY Dec-31 Finland 100 100 100
Graham Packaging Europe S.N.C. Dec-31 France 100 100 100
F-58

(%) (%)
Graham Packaging France S.A.S. Dec-31 France 100 100 100
Graham Packaging Normandy S.A.R.L. Dec-31 France 100 100 100
Graham Packaging Villecomtal S.A.R.L. Dec-31 France 100 100 100
(e)
Closure Systems International Deutschland GmbH Dec-31 Germany 100
(e)
Closure Systems International Holdings (Germany) GmbH Dec-31 Germany 100
Closure Systems International Machinery (Germany) GmbH Dec-31 Germany 100 100 100
Omni-Pac Ekco GmbH Verpackungsmittel Dec-31 Germany 100 100 100
Omni-Pac GmbH Verpackungsmittel Dec-31 Germany 100 100 100
Pactiv Deutschland Holdinggesellschaft mbH Dec-31 Germany 100 100 100
Pactiv Forest Products GmbH (in liquidation) Dec-31 Germany 100 100 100
Pactiv-Omni Germany Holdings GmbH (f) Dec-31 Germany 100 100
Closure Systems International (Hong Kong) Limited Dec-31 Hong Kong 100 100 100
Graham Packaging Asia Limited Dec-31 Hong Kong 100 100 100
Roots Investment Holding Private Limited Dec-31 Hong Kong 100 100 100
Technegen International Limited Dec-31 Hong Kong 100 100 100
CSI Hungary Manufacturing and Trading Limited Liability Dec-31 Hungary 100 100 100
Company
Closure Systems International (I) Private Limited Mar-31 India 100 100 100
PT. Graham Packaging Indonesia Dec-31 Indonesia 100 100 100
Ha'Lakoach He'Neeman H'Sheeshim Ou'Shenayim Ltd. Dec-31 Israel 100 100 100
Graham Packaging Company Italia S.r.l. Dec-31 Italy 100 100 100
(g)
Closure Systems International Holdings (Japan) KK Dec-31 Japan 100
Closure Systems International Japan, Limited Dec-31 Japan 100 100 100
Graham Packaging Japan Godo Kaisha Dec-31 Japan 100 100 100
Closure Systems International (Korea), Ltd. Dec-31 Korea 100 100 100
Evergreen Packaging Korea Limited Dec-31 Korea 100 100 100
Beverage Packaging Factoring (Luxembourg) S. r.l. Dec-31 Luxembourg 100 100 100
Beverage Packaging Holdings (Luxembourg) I S.A. Dec-31 Luxembourg 100 100 100
Beverage Packaging Holdings (Luxembourg) II S.A. Dec-31 Luxembourg 100 100 100
Beverage Packaging Holdings (Luxembourg) III S. r.l. Dec-31 Luxembourg 100 100 100
Beverage Packaging Holdings (Luxembourg) IV S. r.l. Dec-31 Luxembourg 100 100 100
Beverage Packaging Holdings (Luxembourg) V S.A. Dec-31 Luxembourg 100 100 100
Beverage Packaging Holdings (Luxembourg) VI S. r.l. Dec-31 Luxembourg 100 100 100
Evergreen Packaging (Luxembourg) S. r.l. Dec-31 Luxembourg 100 100 100
Graham Packaging European Holdings (Luxembourg) S. r.l. Dec-31 Luxembourg 100 100 100
Graham Packaging European Holdings (Luxembourg) I S. r.l. Dec-31 Luxembourg 100 100 100
Graham Packaging European Holdings (Luxembourg) II S. r.l. Dec-31 Luxembourg 100 100 100
Reynolds Group Issuer (Luxembourg) S.A. Dec-31 Luxembourg 100 100 100
CSI en Ensenada, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
CSI en Saltillo, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
CSI Tecniservicio, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
Graham Packaging Plastic Products de Mexico, S. de. R.L. de Dec-31 Mexico 100 100 100
C.V.
Grupo Corporativo Jaguar, S.A. de C.V. Dec-31 Mexico 100 100 100
Grupo CSI de Mexico, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
Innovacion y Asesoria en Plastico, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
Pactiv Foodservice Mexico, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
Pactiv Mexico, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
Reynolds Metals Company de Mexico, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
Servicio Terrestre Jaguar, S.A. de C.V. Dec-31 Mexico 100 100 100
F-59

(%) (%)
Servicios Graham Packaging, S. de. R.L. de C.V. Dec-31 Mexico 100 100 100
Servicios Industriales Jaguar, S.A. de C.V. Dec-31 Mexico 100 100 100
Servicios Integrales de Operacion, S.A. de C.V. Dec-31 Mexico 100 100 100
Closures Systems International Nepal Private Limited Jul-31 Nepal 100 100 100
BPTE B.V. Dec-31 Netherlands 100 100 100
Closure Systems International B.V. Dec-31 Netherlands 100 100 100
Evergreen Packaging International B.V. Dec-31 Netherlands 100 100 100
Graham Packaging Company B.V. Dec-31 Netherlands 100 100 100
Graham Packaging Holdings B.V. Dec-31 Netherlands 100 100 100
Graham Packaging Zoetermeer B.V. Dec-31 Netherlands 100 100 100
Pactiv Europe B.V. (in liquidation) (a) Dec-31 Netherlands 100
Reynolds Packaging International B.V. Dec-31 Netherlands 100 100 100
Alusud Peru S.A. Dec-31 Peru 100 100 100
Closure Systems International (Philippines), Inc. Dec-31 Philippines 100 100 100
Graham Packaging Poland SP. Z.O.O. Dec-31 Poland 100 100 100
Omni Pac Poland SP. Z.O.O. Dec-31 Poland 100 100 100
CSI Vostok Limited Liability Company Dec-31 Russia 100 100 100
Pactiv Asia Pte Ltd Dec-31 Singapore 100 100 100
Closure Systems International Espaa, S.L.U. Dec-31 Spain 100 100 100
Closure Systems International Holdings (Spain), S.A. Dec-31 Spain 100 100 100
Graham Packaging Iberica S.L. Dec-31 Spain 100 100 100
Reynolds Food Packaging Spain, S.L.U. Dec-31 Spain 100 100 100
Evergreen Packaging (Taiwan) Co. Limited Dec-31 Taiwan 100 100 100
Closure Systems International Plastik Ithalat Ihracat Sanayi ve Dec-31 Turkey 100 100 100
Ticaret Limited Sirketi
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi (h) Dec-31 Turkey 100 100 100
Alpha Products (Bristol) Limited Dec-31 United Kingdom 100 100 100
Closure Systems International (UK) Limited (i) Dec-31 United Kingdom 100 100 100
CSl UK Oldco Limited (j) Dec-31 United Kingdom 100 100 100
Graham Packaging European Services Limited Dec-31 United Kingdom 100 100 100
Graham Packaging Plastics Limited Dec-31 United Kingdom 100 100 100
IVEX Holdings, Ltd. Dec-31 United Kingdom 100 100 100
J. & W. Baldwin (Holdings) Limited Dec-31 United Kingdom 100 100 100
Kama Europe Limited Dec-31 United Kingdom 100 100 100
Pactiv (Caerphilly) Limited Dec-31 United Kingdom 100 100 100
Pactiv (Films) Limited Dec-31 United Kingdom 100 100 100
Reynolds Consumer Products (UK) Limited Dec-31 United Kingdom 100 100 100
Reynolds Subco (UK) Limited Dec-31 United Kingdom 100 100 100
The Baldwin Group Ltd. Dec-31 United Kingdom 100 100 100
Baker's Choice Products, Inc. Dec-31 U.S.A. 100 100 100
BCP/Graham Holdings L.L.C. Dec-31 U.S.A. 100 100 100
Beverage Packaging Holdings II Issuer Inc. Dec-31 U.S.A. 100 100 100
Blue Ridge Holding Corp. Dec-31 U.S.A. 100 100 100
Blue Ridge Paper Products Inc. Dec-31 U.S.A. 100 100 100
BRPP, LLC Dec-31 U.S.A. 100 100 100
Closure Systems International Americas, Inc. Dec-31 U.S.A. 100 100 100
Closure Systems International Holdings LLC (k) Dec-31 U.S.A. 100 100 100
Closure Systems International Inc. Dec-31 U.S.A. 100 100 100
Closure Systems International Packaging Machinery Inc. Dec-31 U.S.A. 100 100 100
Closure Systems Mexico Holdings LLC Dec-31 U.S.A. 100 100 100
F-60

(%) (%)
Coast-Packaging Company (California General Partnership) (b) Dec-31 U.S.A. 50 50 50
CSI Mexico LLC Dec-31 U.S.A. 100 100 100
CSI Sales & Technical Services Inc. Dec-31 U.S.A. 100 100 100
Evergreen Packaging Inc. Dec-31 U.S.A. 100 100 100
GPACSUB LLC Dec-31 U.S.A. 100 100 100
GPC Capital Corp. I Dec-31 U.S.A. 100 100 100
GPC Capital Corp. II Dec-31 U.S.A. 100 100 100
GPC Holdings LLC Dec-31 U.S.A. 100 100 100
GPC Opco GP LLC Dec-31 U.S.A. 100 100 100
GPC Sub GP LLC Dec-31 U.S.A. 100 100 100
Graham Packaging Acquisition Corp. Dec-31 U.S.A. 100 100 100
Graham Packaging Comerc USA LLC Dec-31 U.S.A. 100 100 100
Graham Packaging Company Europe LLC Dec-31 U.S.A. 100 100 100
Graham Packaging Company Inc. Dec-31 U.S.A. 100 100 100
Graham Packaging Company, L.P. Dec-31 U.S.A. 100 100 100
Graham Packaging Controllers USA LLC Dec-31 U.S.A. 100 100 100
Graham Packaging GP Acquisition LLC Dec-31 U.S.A. 100 100 100
Graham Packaging Holdings Company Dec-31 U.S.A. 100 100 100
Graham Packaging International Plastics Products Inc. Dec-31 U.S.A. 100 100 100
Graham Packaging Latin America LLC Dec-31 U.S.A. 100 100 100
Graham Packaging LC, L.P. Dec-31 U.S.A. 100 100 100
Graham Packaging Leasing USA LLC Dec-31 U.S.A. 100 100 100
Graham Packaging LP Acquisition LLC Dec-31 U.S.A. 100 100 100
Graham Packaging Minster LLC Dec-31 U.S.A. 100 100 100
Graham Packaging PET Technologies Inc. Dec-31 U.S.A. 100 100 100
Graham Packaging Plastic Products Inc. Dec-31 U.S.A. 100 100 100
Graham Packaging Poland L.P. Dec-31 U.S.A. 100 100 100
Graham Packaging PX Company Dec-31 U.S.A. 100 100 100
Graham Packaging PX Holding Corporation Dec-31 U.S.A. 100 100 100
Graham Packaging PX, LLC Dec-31 U.S.A. 100 100 100
Graham Packaging Regioplast STS Inc. Dec-31 U.S.A. 100 100 100
Graham Packaging Technological Specialties LLC Dec-31 U.S.A. 100 100 100
Graham Packaging West Jordan, LLC Dec-31 U.S.A. 100 100 100
Graham Recycling Company L.P. Dec-31 U.S.A. 100 100 100
Master Containers, LLC (l) Dec-31 U.S.A. 100 100 100
(g)
Pactiv Germany Holdings Inc. Dec-31 U.S.A. 100
Pactiv International Holdings Inc. Dec-31 U.S.A. 100 100 100
Pactiv LLC Dec-31 U.S.A. 100 100 100
Pactiv Management Company LLC Dec-31 U.S.A. 100 100 100
Pactiv NA II LLC Dec-31 U.S.A. 100 100 100
Pactiv Packaging Inc. Dec-31 U.S.A. 100 100 100
PCA West Inc. Dec-31 U.S.A. 100 100 100
RenPac Holdings Inc. Dec-31 U.S.A. 100 100 100
Reynolds Consumer Products Holdings LLC Dec-31 U.S.A. 100 100 100
(m)
Reynolds Consumer Products LLC Dec-31 U.S.A. 100 100 100
Reynolds Group Holdings Inc. Dec-31 U.S.A. 100 100 100
Reynolds Group Issuer Inc. Dec-31 U.S.A. 100 100 100
Reynolds Group Issuer LLC Dec-31 U.S.A. 100 100 100
Reynolds Manufacturing, Inc. Dec-31 U.S.A. 100 100 100
F-61

(%) (%)
Reynolds Presto Products Inc. Dec-31 U.S.A. 100 100 100
Reynolds Services Inc. Dec-31 U.S.A. 100 100 100
Southern Plastics, Inc. Dec-31 U.S.A. 100 100 100
(n)
Spirit Foodservice, LLC Dec-31 U.S.A. 100 100 100
(o)
Spirit Foodservice Products, LLC Dec-31 U.S.A. 100 100 100
Trans Western Polymers, Inc. Dec-31 U.S.A. 100 100 100
Alusud Venezuela S.A. Dec-31 Venezuela 100 100 100
Graham Packaging Plasticos de Venezuela C.A. Dec-31 Venezuela 100 100 100
Discontinued operations
SIG Combibloc Argentina S.R.L. Dec-31 Argentina 100 100 100
Whakatane Mill Australia Pty Limited Dec-31 Australia 100 100 100
SIG Austria Holding GmbH Dec-31 Austria 100 100 100
SIG Combibloc GmbH Dec-31 Austria 100 100 100
SIG Combibloc GmbH & Co KG Dec-31 Austria 100 100 100
SIG Beverages Brasil Ltda. Dec-31 Brazil 100 100 100
SIG Combibloc do Brasil Ltda. Dec-31 Brazil 100 100 100
SIG Combibloc Chile Limitada Dec-31 Chile 100 100 100
SIG Combibloc (Suzhou) Co. Ltd. Dec-31 China 100 100 100
SIG Combibloc s.r.o. Dec-31 Czech Republic 100 100 100
SIG Combibloc SARL Dec-31 France 100 100 100
SIG Beteiligungs GmbH Dec-31 Germany 100 100 100
SIG Combibloc GmbH Dec-31 Germany 100 100 100
SIG Combibloc Holding GmbH Dec-31 Germany 100 100 100
SIG Combibloc Systems GmbH Dec-31 Germany 100 100 100
SIG Combibloc Zerspanungstechnik GmbH Dec-31 Germany 100 100 100
SIG Euro Holding AG & Co. KGaA Dec-31 Germany 100 100 100
SIG Information Technology GmbH Dec-31 Germany 100 100 100
SIG International Services GmbH Dec-31 Germany 100 100 100
(a)
SIG Asset Holdings Limited (in liquidation) Dec-31 Guernsey 100
SIG Combibloc Limited (in liquidation) Dec-31 Hong Kong 100 100 100
SIG Combibloc Kft. Dec-31 Hungary 100 100 100
PT. SIG Combibloc Indonesia (d) Dec-31 Indonesia 100 100
SIG Combibloc S.r.l. Dec-31 Italy 100 100 100
SIG Combibloc Korea Ltd. Dec-31 Korea 100 100 100
Middle America M.A., S.A. de C.V. Dec-31 Mexico 100 100 100
SIG Combibloc Mexico, S.A. de C.V. Dec-31 Mexico 100 100 100
SIG Tecnologica para Plasticos de Mexico, S. de R.L. de C.V. Dec-31 Mexico 100 100 100
SIG Combibloc B.V. Dec-31 Netherlands 100 100 100
Whakatane Mill Limited Dec-31 New Zealand 100 100 100
SIG Combibloc SP. Z.O.O. Dec-31 Poland 100 100 100
OOO SIG Combibloc Dec-31 Russia 100 100 100
SIG Combibloc S.A. Dec-31 Spain 100 100 100
SIG Combibloc AB Dec-31 Sweden 100 100 100
SIG allCap AG Dec-31 Switzerland 100 100 100
SIG Combibloc Group AG Dec-31 Switzerland 100 100 100
SIG Combibloc Procurement AG Dec-31 Switzerland 100 100 100
SIG Combibloc (Schweiz) AG Dec-31 Switzerland 100 100 100
SIG Schweizerische Industrie-Gesellschaft AG Dec-31 Switzerland 100 100 100
SIG Technology AG Dec-31 Switzerland 100 100 100
F-62

(%) (%)
SIG Combibloc Taiwan Ltd. Dec-31 Taiwan 100 100 100
SIG Combibloc Ltd. Dec-31 Thailand 100 100 100
SIG Combibloc Limited Dec-31 United Kingdom 100 100 100
SIG Combibloc Inc. Dec-31 U.S.A. 100 100 100
SIG Holding USA, LLC Dec-31 U.S.A. 100 100 100
SIG Vietnam Ltd. Dec-31 Vietnam 100 100 100
(a) Voluntarily liquidated/deregistered/dissolved during the year.

(b) The Group has the control and it has the power to govern the financial and operating policies of the entity.
(c) Name changed during the year from Graham Packaging do Brasil Indstria e Comrcio S.A.
(d) Incorporated during the year.
(e) Sold during the year.
(f) Acquired during the year.
(g) Merged during the year with another entity in the Group.
(h) Name changed during the year from Graham Plastpak Plastik Ambalaj Sanayi A.S.
(i) Name changed during the year from Omni-Pac U.K. Limited.
(j) Name changed during the year from Closure Systems International (UK) Limited.
(k) Name changed during the year from Closure Systems International Holdings Inc.
(l) Name changed during the year from Master Containers, Inc.
(m) Name changed during the year from Reynolds Consumer Products Inc.
(n) Name changed during the year from Spirit Foodservice, Inc.
(o) Name changed during the year from Spirit Foodservice Products, Inc.
24. Business combinations
Novelis Foil Products
In June 2014, the Group acquired 100% of the assets of the Novelis Foil Products North America division of Novelis Inc. and Novelis
Corporate ("Novelis Foil Products"). The aggregate purchase price was $30 million. Novelis Foil Products is primarily a manufacturer of aluminum
foil products. The operating results of Novelis Foil Products have been included in the Reynolds Consumer Products segment since the date of
acquisition. This acquisition did not have a material effect on the Group's financial condition or results of operations.
Trans Western Polymers, Inc.
In November 2013, the Group acquired the shares of Trans Western Polymers, Inc. ("Trans Western"). The aggregate purchase price
was $72 million, net of debt assumed of $21 million, which was repaid by the Group after the acquisition. Trans Western is a manufacturer of waste
and storage plastic bags. The operating results of Trans Western have been included in the Reynolds Consumer Products segment since the date
of acquisition. This acquisition did not have a material effect on the Group's financial condition or results of operations.
Spirit Foodservice Products, Inc.
In March 2013, the Group acquired the shares of Spirit Foodservice Products Inc. ("Spirit") for an aggregate purchase price of $32 million.
The consideration was paid in cash. Spirit is a producer of extruded polystyrene cups, injection-molded polystyrene products such as cutlery and
utensils and extruded polypropylene products. The operating results of Spirit have been included in the Pactiv Foodservice segment since the date
of the acquisition. This acquisition did not have a material effect on the Group's financial condition or results of operations.
International Tray Pads & Packaging, Inc. and Interplast Packaging Inc.
In September 2012, the Group acquired the shares of International Tray Pads & Packaging, Inc., which manufactures meat and poultry
pads, furniture shipping pads, medical wadding and related products. Also in September 2012, the Group acquired the business of Interplast
Packaging Inc., which manufactures egg cartons for use in retail packaging of specialty eggs. The operating results of International Tray Pads &
Packaging, Inc. and Interplast Packaging, Inc. have been included in the Pactiv Foodservice segment since the dates of their respective acquisitions.
Combined, the consideration paid was $30 million. These acquisitions did not have a material effect on the Group's financial condition or results of
operations.
25. Operating leases
Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
F-63
As of December 31,
(In $ million) 2014 2013
Less than one year 102 110
Between 1 and 5 years 205 220
More than 5 years 83 88
Total 390 418
During the year ended December 31, 2014, $131 million of operating lease expense was recognized in continuing operations in the
statement of comprehensive income as a component of profit or loss (2013: $129 million; 2012: $119 million).
26. Capital commitments
As of December 31, 2014, the Group had entered into contracts to incur capital expenditures of $117 million (2013: $142 million) for the
acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.
27. Contingencies
The Groups financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the
Management Fee) of 1.5% of the Groups Adjusted EBITDA (as defined in the financing agreements) for the previous year. The Group does not
have a management fee agreement with any related parties. Rank Group Limited, an entity that is also controlled by the Groups ultimate shareholder,
charged the Group a Management Fee of $39 million, $38 million and $32 million, of which $31 million, $30 million and $25 million was included in
continuing operations with the remainder included in discontinued operations for the years ended December 31, 2014, 2013 and 2012, respectively.
No Management Fees have been paid in relation to the years ended December 31, 2010 and 2009, however the 2013 Credit Agreement permits
the Group to pay a Management Fee of up to $37 million in respect of those years.
Litigation and legal proceedings
The Group is party to legal proceedings arising from its operations. The Group establishes provisions for claims and proceedings that
constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of
such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management's assessment of the
facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material
adverse effect on the Group's financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and
could have a material effect on the Group's financial position, results of operations or cash flows in a particular future period. As of December 31,
2014, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility
of a material outflow is remote.
Security and guarantee arrangements
Certain members of the Group have entered into guarantee and security arrangements in respect of the Group's indebtedness as described
in note 17. There are also guarantees given to banks granting credit facilities to the Group's joint venture company SIG Combibloc Obeikan Company
Limited, in Riyadh, Kingdom of Saudi Arabia.
28. Condensed consolidating guarantor financial information
Certain of the Group's subsidiaries have guaranteed the Group's obligations under the Reynolds Notes (as defined in note 17).
The following condensed consolidating financial information presents:
(1) The condensed consolidating statements of financial position as of December 31, 2014 and 2013 and the related statements of
financial performance and cash flows for each of the years ended December 31, 2014, 2013 and 2012 of:
a. Reynolds Group Holdings Limited, the Parent;

b. the Reynolds Notes Issuers (as defined in note 17);
c. the other guarantor subsidiaries;
d. the non-guarantor subsidiaries; and
e. the Group on a consolidated basis.
(2) Adjustments and elimination entries necessary to consolidate Reynolds Group Holdings Limited, the Parent, with the Reynolds
Notes Issuers, the other guarantor subsidiaries and the non-guarantor subsidiaries.
The condensed consolidating statements of financial performance and consolidating statements of cash flows for the years ended
December 31, 2014, 2013 and 2012 and the condensed consolidating statements of financial position as of December 31, 2014 and 2013 reflect
the current guarantor structure of the Group.
The presentation of certain items in prior years has changed to conform to current year presentation. These adjustments do not impact
the consolidated ending balances, nor do they have a material impact on the individual guarantor categories or the presentation as a whole.
F-64
In conjunction with the repayment of the 2007 Notes, BP II guaranteed the Reynolds Notes. In conjunction with the entry into the 2013
Credit Agreement, certain entities that were previously guarantors of the Reynolds Notes were released as guarantors. Comparative information
has been represented to reflect the revised guarantor structure that resulted from these transactions.
Each guarantor subsidiary is 100% owned by the Parent. The notes are guaranteed to the extent permitted by law and are subject to
certain customary guarantee release provisions set forth in the indentures governing the notes on a joint and several basis by each guarantor
subsidiary. Provided below are condensed consolidating statements of financial performance, financial position and cash flows of each of the
companies listed above, together with the condensed consolidating statements of financial performance, financial position and cash flows of guarantor
and non-guarantor subsidiaries. These have been prepared under the Group's accounting policies disclosed in note 3 which comply with IFRS with
the exception of investments in subsidiaries. Investments in subsidiaries are accounted for using the equity method. The guarantor subsidiaries
and non-guarantor subsidiaries are each presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries
and intercompany balances and transactions.
F-65
Condensed consolidating statement of financial performance

Other Adjustments
Reynolds guarantor Non-guarantor and
(In $ million) Parent Notes Issuers entities entities eliminations Consolidated
Revenue 10,356 1,453 (143) 11,666
Cost of sales (8,547) (1,246) 143 (9,650)
Gross profit 1,809 207 2,016
Other income, other expenses and share of equity method earnings, net of
income tax (420) 22 (28) 380 (46)
Selling, marketing and distribution expenses (229) (26) (255)
General and administration expenses (666) (75) (741)
Profit (loss) from operating activities ("EBIT") (420) 936 78 380 974
Financial income 22 1,023 10 86 (1,116) 25
Financial expenses (3) (1,167) (1,394) (26) 1,116 (1,474)
Net financial income (expenses) 19 (144) (1,384) 60 (1,449)
Profit (loss) from continuing operations before income tax (401) (144) (448) 138 380 (475)
Income tax (expense) benefit (6) 46 59 (29) 70
Profit (loss) from continuing operations (407) (98) (389) 109 380 (405)
Profit (loss) from discontinued operations, net of income tax 105 114 86 (200) 105
Profit (loss) for the year (302) (98) (275) 195 180 (300)
Total other comprehensive income (loss), net of income tax (560) (565) (245) 810 (560)

Equity holder of the Group - continuing operations (407) (98) (389) 107 380 (407)
Equity holder of the Group - discontinued operations 105 114 86 (200) 105
(302) (98) (275) 195 180 (300)

Equity holder of the Group - continuing operations (973) (98) (961) (119) 1,178 (973)
(862) (98) (841) (50) 991 (860)
F-66
Condensed consolidating statement of financial position

Other Adjustments
Assets
Cash and cash equivalents 1,319 269 1,588
Trade and other receivables 246 930 1,176
Inventories 1,285 168 1,453
Inter-group receivables 298 6 (304)
Assets held for sale 2,290 477 2,767
Other assets 1 71 24 96
Total current assets 299 5,217 1,868 (304) 7,080
Investments in subsidiaries, associates and joint ventures 1,676 16 (1,674) 18
Property, plant and equipment 2,966 446 3,412
Intangible assets 10,115 384 10,499
Inter-group receivables 12,889 626 152 (13,667)
Other assets 330 296 90 25 741
Total non-current assets 330 13,185 15,473 1,023 (15,341) 14,670
Total assets 330 13,484 20,690 2,891 (15,645) 21,750
Liabilities
Trade and other payables 15 284 865 232 1,396
Borrowings 1 68 409 478
Inter-group payables 2 1 297 4 (304)
Other liabilities 10 384 49 443
Total current liabilities 28 285 2,207 840 (304) 3,056
Borrowings 12,856 4,524 17,380
Deficit in subsidiaries 1,358 (1,358)
Inter-group liabilities 88 162 13,066 351 (13,667)
Other liabilities 90 2,251 98 2,439
Total non-current liabilities 1,446 13,108 19,841 449 (15,025) 19,819
Total liabilities 1,474 13,393 22,048 1,289 (15,329) 22,875
Net assets (liabilities) (1,144) 91 (1,358) 1,602 (316) (1,125)
Equity
Equity (deficit) attributable to equity holder of the Group (1,144) 91 (1,358) 1,583 (316) (1,144)
Total equity (deficit) (1,144) 91 (1,358) 1,602 (316) (1,125)
F-67
Condensed consolidating statement of cash flows

Other Adjustments
Net cash from (used in) operating activities (39) (1,005) 791 119 1,015 881
Cash flows from (used in) investing activities

Proceeds from sale of property, plant and equipment, investment properties
and other assets 25 25
Acquisition of businesses and investments in joint ventures, net of cash
acquired (40) (40)
Proceeds from insurance claims 50 50
Net related party advances (repayments) (3) (65) 88 (20)
Intercompany return of capital 17 (17)
Related party interest received 1,003 6 6 (1,015)
Other (10) 34 24
Net cash from (used in) investing activities 1,000 (526) 30 (1,052) (548)

Drawdown of borrowings 8 161 169
Repayment of borrowings (28) (200) (228)
Net related party borrowings (repayments) 70 22 (84) (28) 20
Intercompany return of capital (17) 17
Payment of debt transaction costs (3) (3)
Share repurchase (31) (31)
Other (3) (3)
Net cash from (used in) financing activities 39 5 (107) (70) 37 (96)
F-68

Other Adjustments
Revenue 10,309 1,590 (147) 11,752
Cost of sales (8,464) (1,354) 147 (9,671)
Gross profit 1,845 236 2,081
income tax (289) 118 (25) 105 (91)
Profit (loss) from operating activities ("EBIT") (289) 1,026 104 105 946
Financial income 18 1,173 38 79 (1,119) 189
Financial expenses (1,024) (1,479) (21) 1,119 (1,405)
Net financial income (expenses) 18 149 (1,441) 58 (1,216)
Profit (loss) from continuing operations before income tax (271) 149 (415) 162 105 (270)
Income tax (expense) benefit (5) (124) 156 (31) (4)
Profit (loss) from continuing operations (276) 25 (259) 131 105 (274)
Profit (loss) for the year (70) 25 (45) 214 (192) (68)
Total other comprehensive income (loss), net of income tax 496 493 39 (532) 496
Total comprehensive income (loss) for the year 426 25 448 253 (724) 428

Equity holder of the Group - continuing operations (276) 25 (259) 129 105 (276)
(70) 25 (45) 214 (192) (68)

Equity holder of the Group - continuing operations 193 25 207 158 (390) 193
426 25 448 253 (724) 428
F-69
Condensed consolidating statement of financial position

Other Adjustments
Assets
Cash and cash equivalents 1,258 232 1,490
Trade and other receivables 5 508 995 1,508
Inventories 1,423 224 1,647
Inter-group receivables 293 3 (296)
Other assets 1 108 26 135
Total current assets 5 294 3,300 1,477 (296) 4,780
Investments in subsidiaries, associates and joint ventures 1,932 147 (1,930) 149
Property, plant and equipment 3,680 673 4,353
Intangible assets 11,561 494 12,055
Inter-group receivables 12,871 477 200 (13,548)
Other assets 324 437 223 62 1,046
Total non-current assets 324 13,308 17,873 1,576 (15,478) 17,603
Total assets 329 13,602 21,173 3,053 (15,774) 22,383
Liabilities
Trade and other payables 17 284 1,135 363 1,799
Borrowings 1 29 441 471
Inter-group payables 293 3 (296)
Other liabilities 8 448 67 523
Total current liabilities 26 284 1,905 874 (296) 2,793
Borrowings 12,832 4,634 17,466
Deficit in subsidiaries 533 (533)
Inter-group liabilities 21 140 13,069 318 (13,548)
Other liabilities 136 2,098 121 2,355
Total non-current liabilities 554 13,108 19,801 439 (14,081) 19,821
Total liabilities 580 13,392 21,706 1,313 (14,377) 22,614
Net assets (liabilities) (251) 210 (533) 1,740 (1,397) (231)
Equity
Equity (deficit) attributable to equity holder of the Group (251) 210 (533) 1,720 (1,397) (251)
Total equity (deficit) (251) 210 (533) 1,740 (1,397) (231)
F-70

Other Adjustments
Net cash from (used in) operating activities (38) (1,016) 675 207 957 785

acquired (107) (107)
Net related party advances (repayments) 14 (41) (25) 52
Related party interest received 3 954 (957)
Other 5 28 33
Net cash from (used in) investing activities 17 954 (761) (69) (905) (764)

Drawdown of borrowings 3,849 117 3,966
Repayment of borrowings (3,842) (197) (4,039)
Net related party borrowings (repayments) 21 62 11 (42) (52)
Payment of debt transaction costs (25) (25)
Other (1) (2) (3)
Net cash from (used in) financing activities 21 62 (8) (124) (52) (101)
F-71

Other Adjustments
Revenue 10,342 1,570 (154) 11,758
Cost of sales (8,390) (1,424) 154 (9,660)
Gross profit 1,952 146 2,098
income tax (312) (18) (17) 251 (96)
Profit (loss) from operating activities ("EBIT") (312) 1,007 16 251 962
Financial income 17 1,203 145 (4) (1,064) 297
Financial expenses (1,130) (1,621) 4 1,064 (1,683)
Net financial income (expenses) 17 73 (1,476) (1,386)
Profit (loss) from continuing operations before income tax (295) 73 (469) 16 251 (424)
Income tax (expense) benefit (5) (23) 181 (28) 125
Profit (loss) from continuing operations (300) 50 (288) (12) 251 (299)
Profit (loss) for the year (99) 50 (80) 78 (47) (98)
Total other comprehensive income (loss), net of income tax (59) (3) (79) 115 (33) (59)
Total comprehensive income (loss) for the year (158) 47 (159) 193 (80) (157)

Equity holder of the Group - continuing operations (300) 50 (288) (13) 251 (300)
(99) 50 (80) 78 (47) (98)

Equity holder of the Group - continuing operations (416) 47 (424) 95 282 (416)
(158) 47 (159) 193 (80) (157)
F-72

Other Adjustments
Net cash from (used in) operating activities (32) (996) 1,653 (668) 961 918

acquired (33) (33)
Net related party advances (repayments) (2,722) (165) (12) 2,899
Related party interest received 961 (961)
Related party investment in subsidiaries (200) 200
Other 32 3 8 (32) 11
Net cash from (used in) investing activities 32 (1,761) (800) (116) 2,106 (539)

Drawdown of borrowings 4,500 2,636 553 7,689
Repayment of borrowings (1,697) (5,227) (80) (7,004)
Net related party borrowings (repayments) 2,711 165 (2,899) (23)
Payment of debt transaction costs (46) (52) (7) (105)
Proceeds from issuance of share capital 200 (200)
Other (32) (2) 32 (2)
Net cash from (used in) financing activities 2,757 36 829 (3,067) 555
F-73
29. Subsequent events
On February 17, 2015, the Group announced that it plans to use all of the net proceeds from the sale of SIG to redeem or otherwise retire
a portion of its senior indebtedness, and in connection therewith, launched asset sale offers, as required by the indentures that govern its senior
notes, at par for certain of ts outstanding notes, and premium tender offers for certain notes. On February 25, 2015, the Group entered into an
amendment to its Credit Agreement to, among other things, remove the requirement that a pro rata portion of the net proceeds from the sale of SIG
be used to prepay the term loans under the Credit Agreement and to increase the margin on the term loans (such changes to be effective upon the
receipt of such net proceeds) so that all such net proceeds can be used in connection with such asset sale offers and premium tender offers.
There have been no other events subsequent to December 31, 2014 which would require accrual or disclosure in these consolidated
financial statements.
F-74
Beverage Packaging Holdings Group
Combined financial statements for the year ended

December 31, 2014
Contents
Index to the Combined Financial Statements
Report of independent registered public accounting firm G-2
Combined statements of comprehensive income G-3
Combined statements of financial position G-4
Combined statements of changes in equity (deficit) G-5
Combined statements of cash flows G-6
Notes to the combined financial statements G-9
G-1
To the Shareholder and Boards of Directors of Beverage Packaging Holdings (Luxembourg) I S.A. and Beverage Packaging Holdings (Luxembourg)
II S.A.:
In our opinion, the accompanying combined statements of financial position and the related combined statements of comprehensive income, changes
in equity (deficit) and cash flows present fairly, in all material respects, the financial position of Beverage Packaging Holdings Group and its
subsidiaries (the "Group") at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board. These financial statements are the responsibility of the Group's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
February 25, 2015
G-2
Combined statements of comprehensive income

(In $ million) Note 2014 2013(1) 2012(1)
Revenue 11,666 11,752 11,758
Cost of sales * (9,650) (9,671) (9,660)
Gross profit 2,016 2,081 2,098
Profit from operating activities 1,005 976 987
Income tax (expense) benefit 10 76 1 129
Profit (loss) for the year (274) (43) (80)
Exchange differences on translating foreign operations (110) (148) (4)
(274) (43) (80)
(824) 453 (155)
The combined statements of comprehensive income should be read in conjunction with the notes to the combined financial statements.
G-3
Combined statements of financial position
As of December 31,
Assets
Other assets 68 73
Other assets 81 199
Liabilities
Bank overdrafts 1 4
Provisions 19 54 83
Borrowings 17 17,380 17,466
Derivatives 21 1
Provisions 19 71 96
Equity
Reserves (1,604) (1,059)
Accumulated losses (2,065) (1,784)
The combined statements of financial position should be read in conjunction with the notes to the combined financial statements.
G-4
Combined statements of changes in equity (deficit)
Equity (deficit)
(1)
(In $ million) Note capital operations reserves losses of the Group interests Total
Repayment of contributed capital (32) (32) (32)
Total comprehensive income (loss) for the year (115) 611 (45) 451 2 453
Capital restructure(3) 926 (926)
Balance as of December 31, 2013 2,311 184 (1,243) (1,784) (532) 20 (512)
Balance at the beginning of the year (January 1, 2014) 2,311 184 (1,243) (1,784) (532) 20 (512)
(loss).
(3) On December 12, 2013, Beverage Packaging Holdings (Luxembourg) I S.A. converted a portion of its statutory retained earnings into capital through a capital restructure. Refer to note 20.1 for additional information.
The combined statements of changes in equity (deficit) should be read in conjunction with the notes to the combined financial statements.
G-5
Combined statements of cash flows

(In $ million) Note 2014 2013 2012
Profit (loss) (274) (43) (80)
Adjustments for:
Interest paid (1,270) (1,342) (1,427)
cash acquired 24 (40) (107) (33)
Related party loan advance 22 (70) (21)
Other 24 33 11
Related party borrowings (repayments) (14) (23)
Repayment of contributed capital (32)
Other (3) (3) (2)
G-6
Combined statements of cash flows
The combined statements of cash flows should be read in conjunction with the notes to the combined financial statements.
G-7
Notes to the combined financial statements
1. Reporting entity
Beverage Packaging Holdings (Luxembourg) I S.A. ("BP I) and Beverage Packaging Holdings (Luxembourg) II S.A. ("BP II") are domiciled
in Luxembourg and registered in the Luxembourg "Registre de Commerce et des Socits."
The combined financial statements of Beverage Packaging Holdings Group (the "Group") as of and for the year ended December 31,
2014 comprise the combination of:
BP I and its subsidiaries and their interests in associates and jointly controlled entities (the "BP I Group"); and
BP II.
The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily
in North America, Europe, Asia and South America.
The address of the registered office of BP I and BP II is: 6C, rue Gabriel Lippman, L-5365 Munsbach, Luxembourg.
The combined financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and
("IASB").
The combined financial statements were approved by the Boards of Directors (the Directors) on February 25, 2015 in Munsbach,
Luxembourg (February 26, 2015 in Auckland, New Zealand).
2.2 Going concern
The combined financial statements have been prepared using the going concern assumption.
The combined statement of financial position as of December 31, 2014 presents negative equity of $1,339 million compared to negative
The combined financial statements have been prepared under the historical cost convention except for:

credit method; and
Information disclosed in the combined statement of comprehensive income, combined statement of changes in equity (deficit) and combined
statement of cash flows for the current year is for the twelve month period ended December 31, 2014. Information for the comparative years is for
the twelve month periods ended December 31, 2013 and December 31, 2012.
These combined financial statements are presented in U.S. dollars ($), which is the Groups presentation currency.
The preparation of the combined financial statements requires the Directors and management to make judgements, estimates and
effect on the amounts recognized in the combined financial statements is described in note 4.
G-8
operation from this date. Accordingly, the presentation of the combined statement of comprehensive income has been revised as if SIG had been
discontinued for the years ended December 31, 2013 and 2012. In addition, the assets and liabilities related to SIG as of December 31, 2014 have
been presented as assets held for sale and liabilities directly associated with assets held for sale in the combined statement of financial position.
For the year ended December 31, 2013, there was an offsetting error on two line items presented within the combined statements of
of cash flows. The Group does not consider this error to be material to the combined financial statements for the year ended December 31, 2013.
Accordingly, the Group has revised its combined statement of comprehensive income for the year ended December 31, 2013 to correct this error.
quarter of 2012. These adjustments had no impact on EBITDA, Adjusted EBITDA or the combined statement of cash flows for the year ended
December 31, 2012. The adjustments did not have a material impact on any current or previously reported interim or annual combined financial
statements.
EBITDA or the combined statement of cash flows for any quarter in 2012 and did not have a material impact on any previously reported interim
combined financial statements in 2012.
The accounting policies set out below have been applied consistently to all years presented in these combined financial statements by
all Group entities.
3.1 Basis of combination
The combined financial statements represent the combination of the financial statements of the BP I Group and BP II, a sister company
to BP I, as prescribed under the requirements of certain indentures governing our indebtedness. Refer to note 17 for additional information on the
Group's borrowings.
As the combined financial statements represent the combination of entities that do not have direct shareholdings in each other, consolidated
financial statements of the Group cannot be prepared. Consequently, the number of shares and value of issued capital along with other items of
equity and reserves in the combined statements of financial position represent the combination of the issued capital and other items of equity and
reserves of BP I and BP II.
In preparing the combined financial statements of the Group, the effects of all transactions and balances between entities within the Group
have been eliminated.
(a) Subsidiaries
to one or more of these three elements of control. The financial statements of the subsidiaries are included in the combined financial statements
G-9
Hart.
fair values;
combined financial statements. Unrealized gains arising from transactions with joint ventures and associates are eliminated against the investment
environment in which the entity operates (the functional currency). Effective January 1, 2014, BP I and BP II changed their functional currency
from euro to U.S. dollar.
Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of
the respective entities at the exchange rate at that date.
G-10
2014 2013 2012 2014 2013
1 1.33 1.33 1.29 1.22 1.38
10 MXN 0.75 0.78 0.76 0.68 0.77
1 CA$ 0.91 0.97 1.00 0.86 0.94


interest method.
date.
G-11
At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The
adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.
3.6 Inventories
Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net
realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that
the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the
G-12
(d) Depreciation
3.8 Leases
(a) Goodwill
of the investment.
(b) Trademarks
G-13
(g) Amortization
for use.
3.10 Impairment
discounted.
aged portfolios.

G-14

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has
no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The

G-15
3.13 Provisions
(a) Legal
(b) Warranty
(c) Restructuring
G-16
3.15 Equity
(a) Share capital
the proceeds.
(c) Other reserves
The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains and
losses arising on defined benefit plans.
3.16 Revenue
Financial income is comprised of interest income, foreign currency gains, and gains on derivative financial instruments in respect of
3.18 Income tax
and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent
that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary
G-17
reporting date.
Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the combined statement of financial position only
to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.
distributions are provided for in the combined statement of financial position.
have any impact on the Group's combined financial statements.
adoption of this amendment did not have any impact on the Group's combined financial statements.
The adoption of this amendment did not have a material impact on the Group's combined financial statements for the year ended December 31, 2014.
not been applied in preparing these combined financial statements:
standard.
G-18
(b) Other assets
4.2 Income taxes
G-19
consumer products.
As discussed in note 2.6, SIG is presented as a discontinued operation. SIG is a leading manufacturer of aseptic carton packaging systems
for both beverage and liquid food products. SIG has a large global customer base with its largest presence in Europe.
impact to the combined financial results. With this change, all inter-segment pricing is determined with reference to prevailing market pricing on an
arm's-length basis. In addition, Pactiv Foodservice's presentation of inter-segment revenue and cost of sales for the years ended December 31,
The adjustments do not impact gross profit or the combined financial results.
Reynolds Consumer
Adjusted EBITDA
G-20

Reynolds
Gross profit 290 191 655 570 306 4 2,016
Earnings before interest and tax (EBIT) from continuing operations 194 97 396 298 113 (93) 1,005
Financial income 5
G-21

Reynolds
Included in EBITDA:
Other 1 (1) 5 5
G-22

Reynolds
Gross profit 213 190 689 652 339 (2) 2,081
G-23

Reynolds
Included in EBITDA:
Other 2 2 1 5
Segment assets (excluding intercompany balances)(1)(2) 1,085 1,444 4,196 5,475 5,308 4,568 22,076
G-24

Reynolds
Gross profit 269 232 685 633 280 (1) 2,098
G-25

Reynolds
Included in EBITDA:
Other 1 (5) 2 1 (1)
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Remaining
North
(In $ million) States Region Europe Asia America Other Total
Non-current assets
As of December 31, 2014 12,769 406 406 276 128 25 14,010
As of December 31, 2013 13,140 470 1,764 889 352 55 16,670
There was no revenue from external customers in Luxembourg, where BP I and BP II are domiciled, for any years presented. There were
no non-current assets in Luxembourg as of December 31, 2014 or 2013.

(In $ million) 2014 2013 2012
Total revenue 11,666 11,752 11,758
G-27

(In $ million) 2014 2013 2012
Other 4 (1) 12
are detailed below:

(In $ million) 2014 2013 2012
Revenue 2,151 2,221 2,072
Expenses (1,970) (1,907) (1,814)

G-28
As of December 31,
(In $ million) 2014
Assets
Inventories 181
Other assets 168
Liabilities
Provisions 37
ended December 31, 2014 (2013: $2,157 million; 2012: $2,070 million). Personnel expenses include salaries, wages, employee related taxes, short-
term employee benefits, pension benefits, post-employment medical benefits, other long-term employee benefits and non-cash pension expense
related to the exit from a multi-employer pension plan. For additional details related to the post-employment benefit plans, refer to note 18.

(In $ million) 2014 2013 2012
Interest income on related party loans (refer to note 22) 2
Interest expense:
August 2011 Notes(a) (339) (339) (265)
February 2011 Notes (151) (151) (153)
G-29

(In $ million) 2014 2013 2012
October 2010 Notes (242) (242) (253)
May 2010 Senior Notes (85) (85) (88)
2013 Senior Notes (37) (5)
2013 Senior Subordinated Notes (35) (2)
2007 Notes (103) (101)
Pactiv 2017 Notes (24) (24) (24)
Pactiv 2018 Notes (1) (1) (1)
Pactiv 2025 Notes (22) (22) (22)
Pactiv 2027 Notes (17) (17) (17)
Amortization of:
August 2011 Notes (11) (10) (7)
October 2010 Notes (10) (9) (8)
May 2010 Notes (4) (4) (4)
2013 Senior Notes (2)
2013 Senior Subordinated Notes (2)
2007 Notes (4) (4)
Other (11) (10) (15)
G-30
10. Income tax

(In $ million) 2014 2013 2012
(58) (54) (63)
134 55 192
Income tax (expense) benefit 76 1 129
In addition to the above amounts, the Group has recognized a tax benefit of $274 million directly in other comprehensive income for
the year ended December 31, 2014 (2013: $362 million tax expense; 2012: $60 million tax benefit).

(In $ million) 2014 2013 2012
Capital loss 31
Credits 3 3 4
Other taxes (1) 1
Other (1) (4) (6)
Total income tax (expense) benefit 76 1 129
G-31
Property, Tax loss Net deferred

Other 3 (3)
Other 2 9 14 (1) (8) 18 34
As of December 31,
(In $ million) 2014 2013
Total
Recognition (3) (3)
Other (18) (1) (2) (21)
Transfers to held for sale (32) 5 (14) (41)
Other (97) 5 (2) (94)
As of December 31,
(In $ million) 2014 2013
Tax losses 450 479
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As of December 31,
(In $ million) 2014 2013
As of December 31,
(In $ million) 2014 2013
Current 981 1,124
12. Inventories
As of December 31,
(In $ million) 2014 2013
2012: none).
G-33
Buildings
Cost 179 871 4,510 296 29 5,885
Cost 226 1,087 4,872 475 447 29 7,136
Additions 3 612 5 1 621
(refer to note 24) 1 8 28 37
Additions 1 7 725 3 5 741
Other transfers (8) 48 489 (587) 57 (1)

(In $ million) 2014 2013 2012
G-34
Customer Technology
Cost 5,471 1,763 3,440 868 106 11,648
Cost 6,376 2,079 3,491 880 199 13,025
Additions 17 2 19
Other (12) (12)
(refer to note 24) 37 1 22 60
Additions 13 5 18

(In $ million) 2014 2013 2012
G-35
As of December 31,
2014 2013
SIG 848 315
Closures 378 388
Total 5,471 1,660 62 6,376 1,975 69
G-36
method):
Banawi
Interest held 50.0% 50.0% 50.0% 50.0% 49.0% 22.0%
2014
Revenue 18 22 10 50
Expenses (17) (20) (10) (47)
operations
2013
Current assets 99 143 10 12 2 266
Total assets 173 191 19 23 5 411
Revenue 17 18 5 40
Expenses (16) (17) (6) (39)
operations
2012
Revenue 21 11 2 34
Expenses (19) (10) (2) (31)
operations
G-37
As of December 31,
(In $ million) 2014 2013
As of December 31,
(In $ million) 2014 2013
G-38
17. Borrowings
As of December 31, 2014, Reynolds Group Holdings Limited ("RGHL"), the immediate parent of the Group, and the Group were in
compliance with all of their covenants.
As of December 31,
(In $ million) 2014 2013
(a)
Securitization Facility 405 445
(b)
2013 Credit Agreement 2,548 2,623
February 2012 Senior Notes(c) 9 9
(c)
August 2011 Senior Secured Notes 1,500 1,500
February 2011 Senior Secured Notes(c) 1,000 1,000
February 2011 Senior Notes(c) 1,000 1,000
(c)
October 2010 Senior Secured Notes 1,500 1,500
(c)
October 2010 Senior Notes 1,500 1,500
May 2010 Senior Notes(c) 1,000 1,000
2013 Senior Notes(d) 650 650
(d)
2013 Senior Subordinated Notes 590 590
(e)
(f)
Other borrowings 39 32

RGHL and certain members of the Group are parties to a senior secured credit agreement dated September 28, 2012 as amended on
November 27, 2013 and on December 27, 2013 (the "2013 Credit Agreement"), which amended the terms of the 2012 Credit Agreement (as defined
below). The 2013 Credit Agreement comprises the following term and revolving tranches:
G-39

Term Tranches
RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the 2013 Credit Agreement and related
documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the
2013 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the October 2010 Senior Secured
Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as
defined below, and together the Reynolds Senior Secured Notes).
The 2013 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among
other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted
under the 2013 Credit Agreement. RGHL and the Group also have a maximum senior secured first lien leverage ratio covenant. In addition, total
assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the
adjusted consolidated total assets of RGHL and the Group as of the last day of the most recently ended fiscal quarter of RGHL for which financial
statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA
of RGHL and the Group for the period of four consecutive fiscal quarters of RGHL for which financial statements are available, in each case calculated
in accordance with the 2013 Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed
in note 5. If RGHL and the Group are unable to meet the Guarantor Coverage Test, RGHL and the Group will be required to add additional subsidiary
guarantors as necessary to satisfy such requirements. The 2013 Credit Agreement provides RGHL and the Group with greater flexibility to exclude
certain non-U.S. companies from the collateral and guarantee requirements. Provided that RGHL and the Group meet the Guarantor Coverage
Test, RGHL and the Group have the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S.
companies no longer guaranteeing the 2013 Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below)
and the 2013 Notes (as defined below).
RGHL and certain members of the Group were parties to an amended and restated senior secured credit agreement dated September 28,
2012 (the 2012 Credit Agreement), which amended and restated the terms of the 2011 Credit Agreement (as defined below). For the period
January 1, 2013 until the refinancing of the 2012 Credit Agreement on November 27, 2013, the applicable interest rates for the U.S. term loan and
European term loan under the 2012 Credit Agreement were 4.75% and 5.00%, respectively. The 2012 Credit Agreement also included customary
covenants, similar to the 2013 Credit Agreement.
RGHL and certain members of the Group were parties to an amended and restated senior secured credit agreement dated August 9,
2011 (the 2011 Credit Agreement), which amended and restated the previous terms. For the period January 1, 2012 until the refinancing of the
2011 Credit Agreement on September 28, 2012, the applicable interest rates for the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and
European Term Loan under the 2011 Credit Agreement were 6.50%, 6.50% and 6.75%, respectively.
(c) Reynolds Notes
G-40
Principal
amounts
August 15,
February 15,
The shares in BP I and BP II have been pledged as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds
Senior Secured Notes. In addition, BP I, certain subsidiaries of BP I and BP II have pledged certain of their assets (including shares and equity
interests) as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes. On December 10,
2013, BP II became a guarantor of the 2013 Credit Agreement and the Reynolds Notes and pledged certain of its assets as collateral to support
the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes.
law.
(d) 2013 Notes
On November 15, 2013, BP II and Beverage Packaging Holdings II Issuer Inc. ("BP II Issuer") (a wholly-owned subsidiary of BP I) (together,
the "2013 Notes Issuers") issued $650 million principal amount of 5.625% senior notes due 2016 (the "2013 Senior Notes"). Interest on the 2013
Senior Notes is paid semi-annually on June 15 and December 15, commencing December 15, 2013. The proceeds of the 2013 Senior Notes were
used to redeem the 2007 Senior Notes (as defined below) at a redemption price of 100% of the aggregate principal amount and to pay fees and
expenses related to the transaction. On or after December 15, 2015, the 2013 Notes Issuers may redeem the 2013 Senior Notes at a redemption
G-41
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior to December 15, 2015,
the 2013 Notes Issuers may redeem the 2013 Senior Notes at a redemption price equal to 100% of the principal amount thereof plus a make-whole
premium and accrued and unpaid interest, if any, to the redemption date.
Senior Subordinated Notes, related to the transaction. On or after June 15, 2016, the 2013 Notes Issuers may redeem the 2013 Senior Subordinated
Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior
to June 15, 2016, the 2013 Notes Issuers may redeem the 2013 Senior Subordinated Notes at a redemption price equal to 100% of the principal
amount thereof plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date.
2007 Notes
the 2007 Notes). Interest on the 2007 Notes was paid semi-annually on June 15 and December 15.
basis, by all of the equity interests of BP I held by RGHL and the receivables under a loan of the proceeds of the 2007 Notes made by BP II to BP
I. All of the guarantors of the 2012 Credit Agreement guaranteed the obligations under the 2007 Notes to the extent permitted by law.
During the year ended December 31, 2013, the Group satisfied and discharged the 2007 Notes, as discussed above.
(e) Pactiv Notes
Principal
amounts
G-42
As of December 31,
(In $ million) 2014 2013
Current 201 243
The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on
retirement. The Group operates defined benefit pension plans in countries including Canada, Germany, Japan, Taiwan, United Kingdom, Mexico
and the United States. The majority of the Groups net pension plan liabilities are in the United States and subject to governmental regulations
G-43

(In $ million) 2014 2013 2014 2013 2014 2013
Other movements:
Comprised of:
Other plans 482 1,194 (316) (1,005) 166 189
5,291 5,316 (4,146) (4,837) 1,145 479
Comprised of:

G-44

(In $ million) 2014 2013 2012
expenses.
$59 million).
Plan assets
As of December 31,
(In $ million) 2014 2013
Property 424 422
Other 241 89
a combination of listed equities and equity index derivatives and exposure to approximately $800 million of non-U.S. equities held through unlisted

2014 2013 2012
G-45

several years.
2014, 2013 and 2012.
The main actuarial assumption is the published mortality rates within the RP 2014 aggregate table with projection scale MP-2014 for 2014
and the RP2000 combined mortality rate table for 2013.
2015.
For the year ended

December 31,
(In $ million) 2014 2013
Interest cost 5 5
Other movements
G-46


income.
amounts among employer participants. The Group, with union approval, has elected over the last several years to withdraw from virtually all of these
multi-employer plans. Withdrawal creates a withdrawal liability obligation based upon guidelines outlined in the specific multi-employer plan.
to January 1, 2016, the Group's annual payment will continue until the end of the year in which the assets (exclusive of the withdrawal liability claims)
are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. Therefore, the aggregate amount of the Groups
required payments could increase and the increase could be material.
G-47
19. Provisions
Asset
retirement Workers'
Provisions used (1) (60) (17) (12) (90)
Current 2 17 25 10 54
Current 1 36 23 23 83
Other provisions
million).
20. Equity
20.1 Share capital
The reported share capital balance as of December 31, 2014 is that of BP I and BP II.
Further information regarding the issued capital of each of the entities is detailed below:
Beverage Packaging Holdings (Luxembourg) I S.A.

Balance at the beginning of the year 10,170 13,063,527 13,063,527
Capital restructure (refer below) (13,053,357)
Conversion of shares 415,380
Balance at the end of the year 425,550 10,170 13,063,527
For the period from January 1, 2014 to February 19, 2014, BP I had 10,170 common shares on issue. Each share had a par value of 31
per share, and was fully paid.
On February 19, 2014, the currency of the share capital of BP I was changed from to $ at an exchange rate of 1.3498, and the par value
was set at $1 per share. As a result, the existing share capital was converted into 425,550 common shares, held in ten share classes (classes A to
J) each with 42,555 shares (par value $42,555 per class).
On December 12, 2013:
(i) BP I established 10 new classes of common shares each with a nominal par value of 31 per share and reclassified the existing share
capital of 13,063,527 shares (par value 405 million) between the classes resulting in nine classes (Classes A to I) each with 1,306,352
shares (par value 40,496,912 per class) and one class (Class J) with 1,306,359 shares (par value 40,497,129);
(ii) Each class (Classes A to J) was reduced to 1,017 shares, with a par value of 31,527 per class, and (i) 1,305,335 shares of each of
Class A to I were canceled; and (ii) 1,305,342 shares of Class J were canceled. The share capital of 405 million associated with the
canceled shares was allocated to the share premium account; and
(iii) 671 million ($926 million) was transferred from retained earnings to the capital contribution account.
G-48
In the combined statements of financial position, the par value, share premium and capital contribution accounts are aggregated and
presented as share capital.
On December 17, 2012, BP I repaid its capital contribution account, a component of share capital, to RGHL in the amount of the euro
equivalent of $32 million. There was no change in the number of shares outstanding.
rank equally with regard to BP I's residual assets in the event of a wind-up.
Beverage Packaging Holdings (Luxembourg) II S.A.

Balance at the beginning of the year 1,000 1,000 1,000
Issue of shares 4,000
Balance at the end of the year 45,840 1,000 1,000
For the period from January 1, 2012 to February 19, 2014, BP II had 1,000 common shares on issue. Each share had a par value of 31
On February 19, 2014:
(i) The currency of the share capital of BP II was changed from to $ at an exchange rate of 1.3498, and the par value was set at $1 per
share. As a result, the existing share capital was converted into 41,840 common shares.
(ii) BP II issued 4,000 shares at $1 per share to RGHL, resulting in 45,840 common shares on issue.
rank equally with regard to BP II's residual assets in the event of a wind-up.
20.2 Dividends
There were no dividends declared or paid during any years presented by BP I or BP II.
borrowings.
21.1 Overview
G-49
21.2 Market risk
Contracted
The fair values of the derivative contracts are based on quoted market prices or traded exchange market prices and represent the estimated
amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2014, the Group recognized an
unrealized gain of $3 million (2013: none; 2012: none) as a component of net other income (expenses) in the statements of comprehensive income.
During the year ended December 31, 2014, the Group recognized a realized gain of $1 million (2013: none; 2012: none) as a component of cost
of sales in the statements of comprehensive income.
price is set in euros. As of December 31, 2014, the Group has mitigated approximately 90% of the exposure to changes in the euro against the U.S.
dollar through derivative contracts and the terms of the sale and purchase agreement.
fixed rate basis.
G-50

Borrowings (15,068) (10) (1,545) (7,771) (5,742)
Total fixed rate instruments (14,978) 80 (1,545) (7,771) (5,742)
Borrowings (2,956) (2,956)
Total (16,347) (1,289) (1,545) (7,771) (5,742)

Borrowings (15,062) (2) (655) (1,911) (12,494)
Total fixed rate instruments (15,040) 20 (655) (1,911) (12,494)
Borrowings (3,071) (3,071)
Total (16,625) (1,565) (655) (1,911) (12,494)
G-51
unrealized loss of $134 million (2013: unrealized gain of $3 million; 2012: unrealized gain of $14 million) as a component of net other income
income.
21.3 Credit risk
G-52
obligations.
21.4 Liquidity risk
The Group evaluates its liquidity requirements on an ongoing basis using both a 13-week rolling forecast and a 12 month rolling forecast
and ensures that it has sufficient cash on hand to meet expected operating expenses including the servicing of financial obligations. As of December 31,
2014, the Group had $1,587 million of cash on hand, net of bank overdrafts and excluding cash on hand classified as held for sale.

Borrowings (17,857) (24,310) (1,726) (3,980) (12,184) (6,420)
(19,239) (25,397) (2,813) (3,980) (12,184) (6,420)
Inflows 30 30
Outflows (105) (135) (135)
(105) (105) (105)
Total (19,344) (25,502) (2,918) (3,980) (12,184) (6,420)

Borrowings (17,936) (25,680) (1,727) (3,202) (6,740) (14,011)
(19,722) (27,170) (3,217) (3,202) (6,740) (14,011)
Inflows 12 12
Outflows (3) (15) (14) (1)
(3) (3) (2) (1)
Total (19,725) (27,173) (3,219) (3,203) (6,740) (14,011)
G-53
Fair value
through Cash, Total
Assets
Total assets 322 2,878 3,200 3,200
Liabilities
Borrowings (17,857) (17,857) (18,541)
Fair value
through Cash, Total
Assets
Total assets 449 3,052 3,501 3,501
Liabilities
Borrowings (17,936) (17,936) (19,018)
G-54
for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

Total 191 191

Total 434 434
22. Related parties
The immediate parent of the Group is RGHL, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder
is Mr. Graeme Hart.

(In $ million) 2014 2013 2012
G-55

(In $ million) 2014 2013 2012 2014 2013
Due from immediate parent(a)(b) 70 21 90 22
Sale of goods and services(c) 196 221 186 37 59
Trade receivables
Sale of goods 1
Carter Holt Harvey Pulp & Paper Limited(f)
Sale of goods 3 2 2
Recharges 2 2 3
Sale of goods 1 1 1
Recharges 6 3
Recharges 1
Trade payables
Carter Holt Harvey Pulp & Paper Limited(f) (6)
Recharges(d) (5) (6) (26)
Recharges(e) (17) (18) (20)
Loans payable
Loan advanced (2)
(a) On November 5, 2013 the Group lent the euro equivalent of $21 million to RGHL.The advance due from RGHL accrued interest at a rate of 5.80%. The loan is
repayable on December 31, 2016 or such other date as agreed by the borrower and lender.
(b) On June 6, 2014 the Group lent $39 million to RGHL. The advance due from RGHL accrued interest at a rate of 3.00%. The loan is repayable on December 31,
2016 or such other date as agreed by the borrower and lender. On November 14, 2014 the Group lent the euro equivalent of $31 million to RGHL. The advance
due from RGHL accrued interest at a rate of 5.80%. The loan is repayable on December 31, 2016 or such other date as agreed by the borrower and lender.
(c) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%.
(d) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to
the Group's financing and acquisition activities.
(e) Represents certain costs paid by Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These costs are primarily
related to services provided.
(f) Carter Holt Harvey Pulp & Paper Limited was sold to a non-related party in December 2014. Amounts represent transactions incurred while under common
ownership.
23. Group entities

G-56

(%) (%)
(a)
Ltda.
Islands
(e)
(e)
Closure Systems International Holdings (Germany) GmbH Dec-31 Germany 100
G-57
Company
(g)
Closure Systems International Holdings (Japan) KK Dec-31 Japan 100
C.V.
(a)
Pactiv Europe B.V. (in liquidation) Dec-31 Netherlands 100
G-58
BRPP, LLC Dec-31 U.S.A. 100 100 100
(k)
Closure Systems International Holdings LLC Dec-31 U.S.A. 100 100 100
(b)
Coast-Packaging Company (California General Partnership) Dec-31 U.S.A. 50 50 50
G-59
Master Containers, LLC (l) Dec-31 U.S.A. 100 100 100
(g)
(m)
Reynolds Consumer Products LLC Dec-31 U.S.A. 100 100 100
(n)
Spirit Foodservice, LLC Dec-31 U.S.A. 100 100 100
Spirit Foodservice Products, LLC (o) Dec-31 U.S.A. 100 100 100
G-60

SIG Asset Holdings Limited (in liquidation)(a) Dec-31 Guernsey 100

G-61
operations.
Leases as lessee
As of December 31,
(In $ million) 2014 2013
Total 390 418
27. Contingencies
G-62
notes, at par for certain of its outstanding notes, and premium tender offers for certain notes. On February 25, 2015, the Group entered into an
There have been no other events subsequent to December 31, 2014 which would require accrual or disclosure in these combined financial
statements.
G-63
Consolidated financial statements for the year ended

December 31, 2014
Contents
Index to the Consolidated Financial Statements
Report of independent registered public accounting firm H-2
Consolidated statements of comprehensive income H-3
Consolidated statements of financial position H-4
Consolidated statements of changes in equity (deficit) H-5
Consolidated statements of cash flows H-6
Notes to the consolidated financial statements H-9
H-1
To the Shareholder and Board of Directors of Beverage Packaging Holdings (Luxembourg) I S.A:
In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of comprehensive income,
changes in equity (deficit) and cash flows present fairly, in all material respects, the financial position of Beverage Packaging Holdings (Luxembourg)
I S.A. and its subsidiaries (the "Group") at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the
International Accounting Standards Board. These financial statements are the responsibility of the Group's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
February 25, 2015
H-2
Consolidated statements of comprehensive income

(In $ million) Note 2014 2013(1) 2012(1)
Revenue 11,666 11,752 11,758
Cost of sales * (9,650) (9,671) (9,660)
Gross profit 2,016 2,081 2,098
Profit from operating activities 1,005 976 987
Income tax (expense) benefit 10 76 (25) 155
Profit (loss) for the year (274) 23 (143)
Exchange differences on translating foreign operations (110) (151) (4)
(274) 23 (143)
(824) 516 (218)
The consolidated statements of comprehensive income should be read in conjunction with the notes to the consolidated financial statements.
H-3
Consolidated statements of financial position
As of December 31,
Assets
Other assets 68 73
Other assets 81 199
Liabilities
Bank overdrafts 1 4
Provisions 19 54 83
Borrowings 17 17,380 17,466
Derivatives 21 1
Provisions 19 71 96
Equity
Reserves (1,606) (1,061)
Accumulated losses (2,063) (1,782)
The consolidated statements of financial position should be read in conjunction with the notes to the consolidated financial statements.
H-4
Consolidated statements of changes in equity (deficit)
Equity (deficit)
(1)
(In $ million) Note capital operations reserves losses of the Group interests Total
Repayment of contributed capital (32) (32) (32)
Balance as of December 31, 2012 1,385 300 (1,854) (877) (1,046) 21 (1,025)
Balance at the beginning of the year (January 1, 2013) 1,385 300 (1,854) (877) (1,046) 21 (1,025)
Profit (loss) after income tax 21 21 2 23
Total comprehensive income (loss) for the year (118) 611 21 514 2 516
Capital restructure(3) 926 (926)
Balance as of December 31, 2013 2,311 182 (1,243) (1,782) (532) 20 (512)
Balance at the beginning of the year (January 1, 2014) 2,311 182 (1,243) (1,782) (532) 20 (512)
(loss).
(3) On December 12, 2013, Beverage Packaging Holdings (Luxembourg) I S.A. converted a portion of its statutory retained earnings into capital through a capital restructure. Refer to note 20.1 for additional information.
The consolidated statements of changes in equity (deficit) should be read in conjunction with the notes to the consolidated financial statements.
H-5

(In $ million) Note 2014 2013 2012
Profit (loss) (274) 23 (143)
Adjustments for:
Interest paid (1,270) (1,342) (1,427)
cash acquired 24 (40) (107) (33)
Related party loan advance 22 (70) (21)
Other 24 33 11
Related party borrowings (repayments) (14) (23)
Repayment of contributed capital (32)
Other (3) (3) (2)
H-6
The consolidated statements of cash flows should be read in conjunction with the notes to the consolidated financial statements.
H-7
1. Reporting entity
Beverage Packaging Holdings (Luxembourg) I S.A. (the Company) is a company domiciled in Luxembourg and registered in the
Luxembourg "Registre de Commerce et des Socits."
The consolidated financial statements of Beverage Packaging Holdings (Luxembourg) I S.A. as of and for the year ended December 31,
2014 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are
referred to as the Group.
The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily
in North America, Europe, Asia and South America.
The address of the registered office of the Company is 6C, rue Gabriel Lippman, L-5365 Munsbach, Luxembourg.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and
("IASB").
The consolidated financial statements were approved by the Board of Directors (the Directors) on February 25, 2015 in Munsbach,
Luxembourg (February 26, 2015 in Auckland, New Zealand).
2.2 Going concern
The consolidated financial statements have been prepared using the going concern assumption.
The consolidated statement of financial position as of December 31, 2014 presents negative equity of $1,339 million compared to negative
The consolidated financial statements have been prepared under the historical cost convention except for:

credit method; and
Information disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity (deficit) and
consolidated statement of cash flows for the current year is for the twelve month period ended December 31, 2014. Information for the comparative
years is for the twelve month periods ended December 31, 2013 and December 31, 2012.
These consolidated financial statements are presented in U.S. dollars ($), which is the Groups presentation currency.
The preparation of the consolidated financial statements requires the Directors and management to make judgements, estimates and
effect on the amounts recognized in the consolidated financial statements is described in note 4.
H-8
operation from this date. Accordingly, the presentation of the consolidated statement of comprehensive income has been revised as if SIG had been
discontinued for the years ended December 31, 2013 and 2012. In addition, the assets and liabilities related to SIG as of December 31, 2014 have
been presented as assets held for sale and liabilities directly associated with assets held for sale in the consolidated statement of financial position.
For the year ended December 31, 2013, there was an offsetting error on two line items presented within the consolidated statements of
of cash flows. The Group does not consider this error to be material to the consolidated financial statements for the year ended December 31, 2013.
Accordingly, the Group has revised its consolidated statement of comprehensive income (loss) for the year ended December 31, 2013 to correct
this error.
quarter of 2012. These adjustments had no impact on EBITDA, Adjusted EBITDA or the consolidated statement of cash flows for the year ended
December 31, 2012. The adjustments did not have a material impact on any current or previously reported interim or annual consolidated financial
statements.
EBITDA or the consolidated statement of cash flows for any quarter in 2012 and did not have a material impact on any previously reported interim
consolidated financial statements in 2012.
The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements
by all Group entities.
(a) Subsidiaries
to one or more of these three elements of control. The financial statements of the subsidiaries are included in the consolidated financial statements
Hart.
H-9
fair values;
consolidated financial statements. Unrealized gains arising from transactions with joint ventures and associates are eliminated against the investment
environment in which the entity operates (the functional currency). Effective January 1, 2014, the Company changed its functional currency from
euro to U.S. dollar.
Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of
the respective entities at the exchange rate at that date.
2014 2013 2012 2014 2013
1 1.33 1.33 1.29 1.22 1.38
10 MXN 0.75 0.78 0.76 0.68 0.77
1 CA$ 0.91 0.97 1.00 0.86 0.94
H-10


interest method.
date.
H-11
At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The
adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.
3.5 Inventories
Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net
realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that
the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the
(d) Depreciation
H-12
3.7 Leases
(a) Goodwill
of the investment.
(b) Trademarks
H-13
(g) Amortization
for use.
3.9 Impairment
discounted.
aged portfolios.

H-14

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has
no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The

H-15
3.12 Provisions
(a) Legal
(b) Warranty
(c) Restructuring
H-16
3.14 Equity
(a) Share capital
the proceeds.
(c) Other reserves
The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains and
losses arising on defined benefit plans.
3.15 Revenue
Financial income is comprised of interest income, foreign currency gains, and gains on derivative financial instruments in respect of
3.17 Income tax
and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent
that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary
reporting date.
Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the consolidated statement of financial position only
to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.
distributions are provided for in the consolidated statement of financial position.
H-17
have any impact on the Group's consolidated financial statements.
adoption of this amendment did not have any impact on the Group's consolidated financial statements.
The adoption of this amendment did not have a material impact on the Group's consolidated financial statements for the year ended
December 31, 2014.
not been applied in preparing these consolidated financial statements:
standard.
(b) Other assets
4.2 Income taxes
H-18
consumer products.
As discussed in note 2.6, SIG is presented as a discontinued operation. SIG is a leading manufacturer of aseptic carton packaging systems
for both beverage and liquid food products. SIG has a large global customer base with its largest presence in Europe.
H-19
impact to the consolidated financial results. With this change, all inter-segment pricing is determined with reference to prevailing market pricing on
an arm's-length basis. In addition, Pactiv Foodservice's presentation of inter-segment revenue and cost of sales for the years ended December 31,
The adjustments do not impact gross profit or the consolidated financial results.
Reynolds Consumer
Adjusted EBITDA
H-20

Reynolds
Gross profit 290 191 655 570 306 4 2,016
Financial income 5
H-21

Reynolds
Earnings before interest, tax, depreciation and amortization
(EBITDA) from continuing operations 251 171 494 543 437 (93) 1,803
Included in EBITDA:
Other 1 (1) 5 5
H-22

Reynolds
Gross profit 213 190 689 652 339 (2) 2,081
Earnings before interest and tax (EBIT) from continuing
operations 130 60 452 363 73 (102) 976
Income tax (expense) benefit (25)

operations 130 60 452 363 73 (102) 976
H-23

Reynolds
Included in EBITDA:
Other 2 2 1 5

(1)(2)
Segment assets (excluding intercompany balances) 1,085 1,444 4,196 5,475 5,308 4,568 22,076
H-24

Reynolds
Gross profit 269 232 685 633 280 (1) 2,098
operations 177 103 456 355 14 (118) 987

operations 177 103 456 355 14 (118) 987
H-25

Reynolds
Included in EBITDA:
Other 1 (5) 2 1 (1)
H-26
Remaining
North
(In $ million) States Region Europe Asia America Other Total
Non-current assets
As of December 31, 2014 12,769 406 406 276 128 25 14,010
As of December 31, 2013 13,140 470 1,764 889 352 55 16,670
There was no revenue from external customers in Luxembourg, where the Company is domiciled, for any years presented. There were
no non-current assets in Luxembourg as of December 31, 2014 or 2013.

(In $ million) 2014 2013 2012
Total revenue 11,666 11,752 11,758
H-27

(In $ million) 2014 2013 2012
Other 4 (1) 12
are detailed below:

(In $ million) 2014 2013 2012
Revenue 2,151 2,221 2,072
Expenses (1,970) (1,907) (1,814)

H-28
As of December 31,
(In $ million) 2014
Assets
Inventories 181
Other assets 168
Liabilities
Provisions 37
ended December 31, 2014 (2013: $2,157 million; 2012: $2,070 million). Personnel expenses include salaries, wages, employee related taxes, short-
term employee benefits, pension benefits, post-employment medical benefits, other long-term employee benefits and non-cash pension expense
related to the exit from a multi-employer pension plan. For additional details related to the post-employment benefit plans, refer to note 18.

(In $ million) 2014 2013 2012
Interest income on related party loans (refer to note 22) 2
Interest expense:
(a)
August 2011 Notes (339) (339) (265)
February 2011 Notes (151) (151) (153)
H-29

(In $ million) 2014 2013 2012
October 2010 Notes (242) (242) (253)
May 2010 Senior Notes (85) (85) (88)
2013 Related Party Notes at 5.625% (37) (5)
2013 Related Party Notes at 6.000% (35) (2)
2007 Related Party Notes (103) (101)
Pactiv 2017 Notes (24) (24) (24)
Pactiv 2018 Notes (1) (1) (1)
Pactiv 2025 Notes (22) (22) (22)
Pactiv 2027 Notes (17) (17) (17)
Amortization of:
August 2011 Notes (11) (10) (7)
October 2010 Notes (10) (9) (8)
May 2010 Notes (4) (4) (4)
2013 Related Party Notes at 5.625% (2)
2013 Related Party Notes at 6.000% (2)
2007 Related Party Notes (4) (4)
Other (11) (10) (15)
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10. Income tax

(In $ million) 2014 2013 2012
(58) (54) (63)
134 29 218
Income tax (expense) benefit 76 (25) 155
In addition to the above amounts, the Group has recognized a tax benefit of $274 million directly in other comprehensive income for
the year ended December 31. 2014 (2013: $362 million tax expense; 2012: $60 million tax benefit).

(In $ million) 2014 2013 2012
Capital loss 31
Credits 3 3 4
Other taxes (1) 1
Other (1) (4) (6)
Total income tax (expense) benefit 76 (25) 155
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Net
Property, Tax loss deferred
Other 3 (3)
Other 2 9 14 (1) (8) 18 34
As of December 31,
(In $ million) 2014 2013
Total
Recognition (3) (3)
Other (18) (1) (2) (21)
Transfers to held for sale (32) 5 (14) (41)
Other (97) 5 (2) (94)
H-32
As of December 31,
(In $ million) 2014 2013
Tax losses 450 479
As of December 31,
(In $ million) 2014 2013
As of December 31,
(In $ million) 2014 2013
Current 981 1,124
12. Inventories
As of December 31,
(In $ million) 2014 2013
2012: none).
H-33
Buildings
Cost 179 871 4,510 296 29 5,885
Cost 226 1,087 4,872 475 447 29 7,136
Additions 3 612 5 1 621
(refer to note 24) 1 8 28 37
Additions 1 7 725 3 5 741
Other transfers (8) 48 489 (587) 57 (1)

(In $ million) 2014 2013 2012
H-34
Customer Technology
Cost 5,471 1,763 3,440 868 106 11,648
Cost 6,376 2,079 3,491 880 199 13,025
Additions 17 2 19
Other (12) (12)
(refer to note 24) 37 1 22 60
Additions 13 5 18

(In $ million) 2014 2013 2012
H-35
As of December 31,
2014 2013
SIG 848 315
Closures 378 388
Total 5,471 1,660 62 6,376 1,975 69
H-36
method):
Banawi
Interest held 50.0% 50.0% 50.0% 50.0% 49.0% 22.0%
2014
Revenue 18 22 10 50
Expenses (17) (20) (10) (47)
operations
2013
Current assets 99 143 10 12 2 266
Total assets 173 191 19 23 5 411
Revenue 17 18 5 40
Expenses (16) (17) (6) (39)
operations
2012
Revenue 21 11 2 34
Expenses (19) (10) (2) (31)
operations
H-37
As of December 31,
(In $ million) 2014 2013
As of December 31,
(In $ million) 2014 2013
H-38
17. Borrowings
As of December 31, 2014, Reynolds Group Holdings Limited ("RGHL"), the immediate parent of the Group, and the Group were in
compliance with all of their covenants.
As of December 31,
(In $ million) 2014 2013
Securitization Facility(a) 405 445
2013 Credit Agreement(b) 2,548 2,623
(c)
February 2012 Senior Notes 9 9
August 2011 Senior Secured Notes(c) 1,500 1,500
February 2011 Senior Secured Notes(c) 1,000 1,000
(c)
February 2011 Senior Notes 1,000 1,000
October 2010 Senior Secured Notes(c) 1,500 1,500
October 2010 Senior Notes(c) 1,500 1,500
May 2010 Senior Notes(c) 1,000 1,000
(d)
2013 Related Party Notes at 5.625% 650 650
2013 Related Party Notes at 6.000%(d) 590 590
(e)
Other borrowings(f) 39 32

RGHL and certain members of the Group are parties to a senior secured credit agreement dated September 28, 2012 as amended on
November 27, 2013 and on December 27, 2013 (the "2013 Credit Agreement"), which amended the terms of the 2012 Credit Agreement (as defined
below). The 2013 Credit Agreement comprises the following term and revolving tranches:
H-39

Term Tranches
RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the 2013 Credit Agreement and related
documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the
2013 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the October 2010 Senior Secured
Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as
defined below, and together the Reynolds Senior Secured Notes).
The 2013 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among
other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted
under the 2013 Credit Agreement. RGHL and the Group also have a maximum senior secured first lien leverage ratio covenant. In addition, total
assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the
adjusted consolidated total assets of RGHL and the Group as of the last day of the most recently ended fiscal quarter of RGHL for which financial
statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA
of RGHL and the Group for the period of four consecutive fiscal quarters of RGHL for which financial statements are available, in each case calculated
in accordance with the 2013 Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed
in note 5. If RGHL and the Group are unable to meet the Guarantor Coverage Test, RGHL and the Group will be required to add additional subsidiary
guarantors as necessary to satisfy such requirements. The 2013 Credit Agreement provides RGHL and the Group with greater flexibility to exclude
certain non-U.S. companies from the collateral and guarantee requirements. Provided that RGHL and the Group meet the Guarantor Coverage
Test, RGHL and the Group have the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S.
companies no longer guaranteeing the 2013 Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below)
and the 2013 Notes (as defined below).
RGHL and certain members of the Group were parties to an amended and restated senior secured credit agreement dated September 28,
2012 (the 2012 Credit Agreement), which amended and restated the terms of the 2011 Credit Agreement (as defined below). For the period January
1, 2013 until the refinancing of the 2012 Credit Agreement on November 27, 2013, the applicable interest rates for the U.S. term loan and European
term loan under the 2012 Credit Agreement were 4.75% and 5.00%, respectively. The 2012 Credit Agreement also included customary covenants,
similar to the 2013 Credit Agreement.
RGHL and certain members of the Group were parties to an amended and restated senior secured credit agreement dated August 9,
2011 (the 2011 Credit Agreement), which amended and restated the previous terms. For the period January 1, 2012 until the refinancing of the
2011 Credit Agreement on September 28, 2012, the applicable interest rates for the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and
European Term Loan under the 2011 Credit Agreement were 6.50%, 6.50% and 6.75%, respectively.
(c) Reynolds Notes
H-40
Principal
amounts
August 15,
February 15,
The shares in the Company and Beverage Packaging Holdings (Luxembourg) II S.A. ("BP II") (a related party of the Company) have been
pledged as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes. In addition, the Company,
certain subsidiaries of the Company and BP II have pledged certain of their assets (including shares and equity interests) as collateral to support
the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes. On December 10, 2013, BP II became a guarantor of
the 2013 Credit Agreement and the Reynolds Notes and pledged certain of its assets as collateral to support the obligations under the 2013 Credit
Agreement and the Reynolds Senior Secured Notes.
law.
(d) 2013 Related Party Notes
On November 15, 2013, BP II and Beverage Packaging Holdings II Issuer Inc. ("BP II Issuer") (a wholly-owned subsidiary of the Company)
(together, the "2013 Notes Issuers") issued $650 million principal amount of 5.625% senior notes due 2016 (the "2013 Senior Notes"). Interest on
the 2013 Senior Notes is paid semi-annually on June 15 and December 15, commencing December 15, 2013. The proceeds of the 2013 Senior
H-41
Notes were used to redeem the 2007 Senior Notes (as defined below) at a redemption price of 100% of the aggregate principal amount and to pay
fees and expenses related to the transaction.
Concurrent with the issuance of the 2013 Senior Notes, BP II loaned $650 million principal amount to the Company with an interest rate
of 5.625% (the "Related Party Notes at 5.625%"). The interest payment and final maturity date of the Related Party Notes at 5.625% are consistent
with those of the 2013 Senior Notes.
Senior Subordinated Notes, related to the transaction.
Concurrent with the issuance of the 2013 Senior Subordinated Notes, BP II loaned $590 million principal amount to the Company with
an interest rate of 6.000% (the "Related Party Notes at 6.000%" and together with the Related Party Notes at 5.625%, the "2013 Related Party
Notes"). The interest payment and final maturity date of the Related Party Notes at 6.000% are consistent with those of the 2013 Senior Subordinated
Notes.
2007 Related Party Notes
the 2007 Notes). Interest on the 2007 Notes was paid semi-annually on June 15 and December 15. Concurrent with the issuance of the 2007
Notes, BP II loaned 900 million to the Company, consisting of 480 million principal amount with an interest rate of 8.000% (the "Related Party
Notes at 8.000%") and 420 million principal amount with an interest rate of 9.500% (the "Related Party Notes at 9.500%" and together with the
Related Party Notes at 8.000%, the "2007 Related Party Notes"). The interest payment and final maturity date of the 2007 Related Party Notes
were consistent with those of the 2007 Notes.
basis, by all of the equity interests of the Company held by RGHL and the receivables under a loan of the proceeds of the 2007 Notes made by BP
II to the Company. All of the guarantors of the 2012 Credit Agreement guaranteed the obligations under the 2007 Notes to the extent permitted by
law.
During the year ended December 31, 2013, BP II satisfied and discharged the 2007 Notes, as discussed above and the 2007 Related
Party Notes were repaid.
(e) Pactiv Notes
Principal
amounts
H-42
As of December 31,
(In $ million) 2014 2013
Current 201 243
The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will
receive on retirement. The Group operates defined benefit pension plans in countries including Canada, Germany, Japan, Taiwan, United Kingdom,
Mexico and the United States. The majority of the Groups net pension plan liabilities are in the United States and subject to governmental regulations
H-43
H-44

(In $ million) 2014 2013 2014 2013 2014 2013
Other movements:
Comprised of:
Other plans 482 1,194 (316) (1,005) 166 189
5,291 5,316 (4,146) (4,837) 1,145 479
Comprised of:

H-45

(In $ million) 2014 2013 2012
expenses.
$59 million).
Plan assets
As of December 31,
(In $ million) 2014 2013
Property 424 422
Other 241 89
a combination of listed equities and equity index derivatives and exposure to approximately $800 million of non-U.S. equities held through unlisted

2014 2013 2012
H-46

several years.
2014, 2013 and 2012.
The main actuarial assumption is the published mortality rates within the RP 2014 aggregate table with projection scale MP-2014 for 2014
and the RP2000 combined mortality rate table for 2013.
2015.
For the year ended

December 31,
(In $ million) 2014 2013
Interest cost 5 5
Other movements
H-47


income.
amounts among employer participants. The Group, with union approval, has elected over the last several years to withdraw from virtually all of these
multi-employer plans. Withdrawal creates a withdrawal liability obligation based upon guidelines outlined in the specific multi-employer plan.
to January 1, 2016, the Group's annual payment will continue until the end of the year in which the assets (exclusive of the withdrawal liability claims)
are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. Therefore, the aggregate amount of the Groups
required payments could increase and the increase could be material.
H-48
19. Provisions
Asset
retirement Workers'
Provisions used (1) (60) (17) (12) (90)
Current 2 17 25 10 54
Current 1 36 23 23 83
Other provisions
million).
20. Equity
20.1 Share capital

Balance at the beginning of the year 10,170 13,063,527 13,063,527
Capital restructure (refer below) (13,053,357)
Balance at the end of the year 425,550 10,170 13,063,527
For the period from January 1, 2014 to February 19, 2014, BP I had 10,170 common shares on issue. Each share had a par value of 31
On February 19, 2014, the currency of the share capital of the Company was changed from to $ at an exchange rate of 1.3498, and
the par value was set at $1 per share. As a result, the existing share capital was converted into 425,550 common shares, held in ten share classes
(classes A to J) each with 42,555 shares (par value $42,555 per class).
On December 12, 2013:
(i) The Company established 10 new classes of common shares each with a nominal par value of 31 per share and reclassified the
existing share capital of 13,063,527 shares (par value 405 million) between the classes resulting in nine classes (Classes A to I) each
with 1,306,352 shares (par value 40,496,912 per class) and one class (Class J) with 1,306,359 shares (par value 40,497,129);
(ii) Each class (Classes A to J) was reduced to 1,017 shares, with a par value of 31,527 per class, and (i) 1,305,335 shares of each of
Class A to I were canceled; and (ii) 1,305,342 shares of Class J were canceled. The share capital of 405 million associated with the
canceled shares was allocated to the share premium account; and
(iii) 671 million ($926 million) was transferred from retained earnings to the capital contribution account.
In the consolidated statements of financial position, the par value, share premium and capital contribution accounts are aggregated and
presented as share capital.
On December 17, 2012, BP I repaid its capital contribution account, a component of share capital, to RGHL in the amount of the euro
equivalent of $32 million. There was no change in the number of shares outstanding.
H-49
rank equally with regard to the Company's residual assets in the event of a wind-up.
20.2 Dividends
There were no dividends declared or paid during any years presented by the Company.
borrowings.
21.1 Overview
21.2 Market risk
H-50
Contracted
unrealized gain of $3 million (2013: none; 2012: none) as a component of net other income (expenses) in the statements of comprehensive income.
During the year ended December 31, 2014, the Group recognized a realized gain of $1 million (2013: none; 2012: none) as a component of cost
of sales in the statements of comprehensive income.
price is set in euros. As of December 31, 2014, the Group has mitigated approximately 90% of the exposure to changes in the euro against the U.S.
dollar through derivative contracts and the terms of the sale and purchase agreement.
fixed rate basis.

Related party borrowings (1,240) (1,240)
Borrowings (13,828) (10) (305) (7,771) (5,742)
Total fixed rate instruments (14,978) 80 (1,545) (7,771) (5,742)
Borrowings (2,956) (2,956)
Total (16,347) (1,289) (1,545) (7,771) (5,742)
H-51

Related party borrowings (1,240) (650) (590)
Borrowings (13,822) (2) (5) (1,321) (12,494)
Total fixed rate instruments (15,040) 20 (655) (1,911) (12,494)
Borrowings (3,071) (3,071)
Total (16,625) (1,565) (655) (1,911) (12,494)
H-52
unrealized loss of $134 million (2013: unrealized gain of $3 million; 2012: unrealized gain of $14 million) as a component of net other income
income.
21.3 Credit risk
obligations.
21.4 Liquidity risk
The Group evaluates its liquidity requirements on an ongoing basis using both a 13-week rolling forecast and a 12 month rolling forecast
and ensures that it has sufficient cash on hand to meet expected operating expenses including the servicing of financial obligations. As of December 31,
2014, the Group had $1,587 million of cash on hand, net of bank overdrafts and excluding cash on hand classified as held for sale.
H-53

Related party borrowings (1,230) (1,402) (72) (1,330)
Borrowings (16,627) (22,908) (1,654) (2,650) (12,184) (6,420)
(19,239) (25,397) (2,813) (3,980) (12,184) (6,420)
Inflows 30 30
Outflows (105) (135) (135)
(105) (105) (105)
Total (19,344) (25,502) (2,918) (3,980) (12,184) (6,420)

Related party borrowings (1,228) (1,474) (72) (794) (608)
Borrowings (16,708) (24,206) (1,655) (2,408) (6,132) (14,011)
(19,722) (27,170) (3,217) (3,202) (6,740) (14,011)
Inflows 12 12
Outflows (3) (15) (14) (1)
(3) (3) (2) (1)
Total (19,725) (27,173) (3,219) (3,203) (6,740) (14,011)
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Fair value
through Cash, Total
Assets
Total assets 322 2,878 3,200 3,200
Liabilities
Related party borrowings (1,230) (1,230) (1,219)
Borrowings (16,627) (16,627) (17,322)
Fair value
through Cash, Total
Assets
Total assets 449 3,052 3,501 3,501
Liabilities
Related party borrowings (1,228) (1,228) (1,254)
Borrowings (16,708) (16,708) (17,764)
H-55
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Total 191 191

Total 434 434
22. Related parties
The immediate parent of the Group is RGHL, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder
is Mr. Graeme Hart.

(In $ million) 2014 2013 2012
H-56

(In $ million) 2014 2013 2012 2014 2013
Due from immediate parent(a)(b) 70 21 90 22
Sale of goods and services(c) 196 221 186 37 59
Trade receivables
Sale of goods 1
Carter Holt Harvey Pulp & Paper Limited(g)
Sale of goods 3 2 2
Recharges 2 2 3
Sale of goods 1 1 1
Recharges 6 3
Recharges 1
Trade payables
Carter Holt Harvey Pulp & Paper Limited(g) (6)
Recharges(d) (5) (6) (26)
Recharges(e) (17) (18) (20)
Loans payable
Beverage Packaging Holdings (Luxembourg) II S.A.(f) (1,233) (1,231)
Loans advanced (1,228)
Interest expense (72) (110) (101)
Extinguishment premium (18)
Loan advanced (2)
(a) On November 5, 2013 the Group lent the euro equivalent of $21 million to RGHL. The advance due from RGHL accrued interest at a rate of 5.80%. The loan is
repayable on December 31, 2016 or such other date as agreed by the borrower and lender.
(b) On June 6, 2014 the Group lent $39 million to RGHL. The advance due from RGHL accrued interest at a rate of 3.00%. The loan is repayable on December 31,
2016 or such other date as agreed by the borrower and lender. On November 14, 2014 the Group lent the euro equivalent of $31 million to RGHL. The advance
due from RGHL accrued interest at a rate of 5.80%. The loan is repayable on December 31, 2016 or such other date as agreed by the borrower and lender.
(c) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%.
(d) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to
the Group's financing and acquisition activities.
H-57
(e) Represents certain costs paid by Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These costs are primarily
related to services provided.
(f) Refer to note 17 for further details on the Group's borrowings with BP II.
(g) Carter Holt Harvey Pulp & Paper Limited was sold to a non-related party in December 2014. Amounts represent transactions incurred while under common
ownership.
H-58
23. Group entities

(%) (%)
(a)
Ltda.
Islands
(e)
Closure Systems International Holdings (Germany) GmbH (e) Dec-31 Germany 100
H-59

Company
Closure Systems International Holdings (Japan) KK (g) Dec-31 Japan 100
C.V.
Pactiv Europe B.V. (in liquidation) (a) Dec-31 Netherlands 100
H-60
BRPP, LLC Dec-31 U.S.A. 100 100 100
Closure Systems International Holdings LLC (k) Dec-31 U.S.A. 100 100 100
Coast-Packaging Company (California General Partnership) (b) Dec-31 U.S.A. 50 50 50
H-61
(l)
Master Containers, LLC Dec-31 U.S.A. 100 100 100
(g)
Reynolds Consumer Products LLC (m) Dec-31 U.S.A. 100 100 100
Spirit Foodservice, LLC (n) Dec-31 U.S.A. 100 100 100
Spirit Foodservice Products, LLC (o) Dec-31 U.S.A. 100 100 100
H-62

SIG Asset Holdings Limited (in liquidation)(a) Dec-31 Guernsey 100

H-63
operations.
Leases as lessee
As of December 31,
(In $ million) 2014 2013
Total 390 418
27. Contingencies
H-64
notes, at par for certain of its outstanding notes, and premium tender offers for certain notes. On February 25, 2015, the Group entered into an
There have been no other events subsequent to December 31, 2014 which would require accrual or disclosure in these consolidated
financial statements.
H-65

25feb2015 Form20F

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25feb2015 Form20F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Reynolds Group Holdings Limited

Not applicable New Zealand

c/o Reynolds Group Holdings Limited

Large accelerated filer Accelerated filer Non-accelerated filer

International Financial Reporting Standards as issued by the

Reynolds Group Holdings Limited

/s/ ALLEN HUGLI

REYNOLDS GROUP HOLDINGS LIMITED

Reynolds Group Holdings Limited

BEVERAGE PACKAGING HOLDINGS GROUP

c/o Reynolds Group Holdings Limited

The September 2012 5.750% Senior Secured Notes due 2020;

The February 2012 9.875% Senior Notes due 2019;

The May 2010 8.500% Senior Notes due 2018.

Non-GAAP Financial Measures

risks related to economic downturns in our target markets;

risks related to exchange rate fluctuations;

risks related to our pension plans;

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.

ITEM 3. KEY INFORMATION.

Presentation of Financial Information

Year Ended December 31,

Selected Historical Consolidated Financial Data

(In $ million) 2014(1)(2) 2013(1) 2012(1) 2011(1)(3) 2010(1)(4)

(In $ million) 2014(1)(2) 2013(1) 2012(1) 2011(1)(3) 2010(1)(4)

Risks Related to Our Business

We are affected by seasonality and cyclicality in certain of our businesses.

We face risks associated with certain pension obligations.

the disruption of management's focus on directing the expansion of operations;

the incorporation of acquired products into our product lines;

demands on our operational and financial systems;

demands on our financial resources;

possible adverse effects on our operating results;

the potential loss of customers of the acquired business;

the inability to retain key employees of the acquired business; and

failure to achieve the results we anticipate from such acquisitions.

increase our vulnerability to general adverse economic and market conditions;

restrict us from making strategic acquisitions or exploiting business opportunities;

pay dividends or make distributions in respect of capital stock;

purchase or redeem capital stock;

make certain investments or certain other restricted payments;

create or incur liens;

agree to limitations on the ability of certain of our subsidiaries to make distributions;

enter into transactions with affiliates; and

effect a consolidation, amalgamation or merger.

Certain of our debt obligations mature in close proximity to each other.

it has failed to pay its liabilities generally as they become due;

The collateral is subject to casualty risk.

Any security granted over collateral might be avoided by a trustee in bankruptcy.

certain insolvency events in respect of the guarantors are continuing; or

ITEM 4. INFORMATION ON RGHL.

History and Development

Revenue by product group

Total Packaging Solution

Liquid Packaging Board

Marketing and Sales

Raw Materials and Suppliers

New Product Development

Revenue by geographic region

Global Packaging Solution